Covenants of Grantor. Grantor hereby agrees: (a) Grantor shall perform all acts and execute all documents, including, without limitation, Grants of Security Interest substantially in the form of Attachment II annexed hereto, that may be necessary or desirable to record, maintain, preserve, protect and perfect Lender's interest in the Collateral, the Lien granted to Lender in the Collateral and the first priority of such Lien; (b) Except to the extent that Lender shall give its prior written consent, (i) Grantor shall continue to use the Trademarks in connection with each and every trademarked class of goods or services applicable to its current line as reflected in its current catalogs, brochures, price lists or similar materials in order to maintain the Trademarks in full force and effect free from any claim of abandonment for nonuse, and Grantor shall not (and will not permit any licensee thereof to) do any act or omit to do any act whereby any Trademark may become invalidated and shall notify Lender immediately if Grantor knows of any reason or has reason to know that any application or registration may become invalidated; and (ii) Grantor shall not assign, sell, mortgage, lease, transfer, pledge, hypothecate, grant a security interest in or Lien upon, encumber, grant an exclusive or non-exclusive license, or otherwise dispose of any of the Collateral, and nothing in this Security Agreement shall be deemed a consent by Lender to any such action except as expressly permitted herein; (c) Grantor shall promptly pay Lender for any and all sums, costs, and expenses which Lender may pay or incur pursuant to the provisions of this Security Agreement or in enforcing the Obligations, the Collateral or the security interest granted hereunder, including, without limitation, all filing or recording fees, court costs, collection charges, travel, and reasonable attorneys' fees and expenses, all of which together with interest at the highest rate then payable on the Obligations shall be part of the Obligations and be payable on demand; (d) Grantor shall promptly notify Lender upon the filing with the Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, either by Grantor or by any agent, employee, licensee or designee of Grantor, of (i) an application for the registration of any Trademark with the Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof or (ii) any assignment of any Trademark which Grantor may acquire from a third party. Upon the request of Lender, Grantor shall execute and deliver any and all documents, instruments, and agreements as Lender may request to evidence Lender's security interest in such Trademark (and the goodwill and general intangibles of Grantor relating thereto or represented thereby), and Grantor authorizes Lender to amend an original counterpart of the applicable Grant of Security Interest executed pursuant to Subparagraph 4(a) of this Security Agreement without first obtaining Grantor's approval of or signature to such amendment, and to record such security interest with the Patent and Trademark Office; (e) Grantor shall keep the Collateral free of all Liens, except in favor of Lender; (f) Grantor shall take all necessary steps in any proceeding before the Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, to diligently prosecute or maintain, as applicable, each application and registration of the Trademarks; (g) So long as any of the Obligations are outstanding, Grantor shall make application to the Patent and Trademark Office (and assign any such application to Lender as security) to register any registerable but unregistered material Trademarks used by Grantor in connection with its products or services, unless Grantor, in the exercise of its prudent business judgment, deems any such Trademark not to have any significant commercial value or determines that its rights thereunder are better preserved as a trade secret; (h) Grantor shall (i) use proper statutory notice in connection with any use of the Trademarks, and (ii) maintain consistent standards of quality in its manufacture of products sold under the Trademarks or provision of services in connection with the Trademarks; (i) Grantor agrees that if it or any Affiliate learns of any use by any Person of any term or design likely to cause confusion with any Trademark, Grantor shall promptly notify Lender of such use and of all steps taken and to be taken to remedy any infringement of any Trademark; and (j) Grantor shall at all times keep at least one complete set of its records concerning the Collateral at its chief executive office and shall make such records available for inspection by Lender at such times as Lender may reasonably request.
Appears in 1 contract
Covenants of Grantor. Grantor hereby agreesagrees as follows:
(a) Grantor Grantor, at Grantor's expense, shall promptly procure, execute and deliver to Agent all documents, instruments and agreements and perform all acts and execute all documentswhich are necessary, includingor which Agent may reasonably request, without limitation, Grants of Security Interest substantially in the form of Attachment II annexed hereto, that may be necessary or desirable to recordestablish, maintain, preserve, protect and perfect Lender's interest in the Collateral, the Lien granted to Lender in the Collateral Agent therein and the first priority of such Lien;
(b) Except Lien or to enable Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the extent that Lender generality of the preceding sentence, Grantor shall give its prior written consent,
(i) Grantor shall continue to use the Trademarks in connection with each and every trademarked class execute all notices of goods or services applicable to its current line as reflected in its current catalogs, brochures, price lists or similar materials in order to maintain the Trademarks in full force and effect free from any claim of abandonment for nonuse, and Grantor shall not (and will not permit any licensee thereof to) do any act or omit to do any act whereby any Trademark may become invalidated and shall notify Lender immediately if Grantor knows of any reason or has reason to know that any application or registration may become invalidated; and
(ii) Grantor shall not assign, sell, mortgage, lease, transfer, pledge, hypothecate, grant a security interest for each relevant type of intellectual property in or Lien upon, encumber, grant an exclusive or non-exclusive license, or otherwise dispose of any of the Collateral, and nothing in this Security Agreement shall be deemed a consent by Lender to any such action except as expressly permitted herein;
(c) Grantor shall promptly pay Lender forms suitable for any and all sums, costs, and expenses which Lender may pay or incur pursuant to the provisions of this Security Agreement or in enforcing the Obligations, the Collateral or the security interest granted hereunder, including, without limitation, all filing or recording fees, court costs, collection charges, travel, and reasonable attorneys' fees and expenses, all of which together with interest at the highest rate then payable on the Obligations shall be part of the Obligations and be payable on demand;
(d) Grantor shall promptly notify Lender upon the filing with the Patent and Trademark Office or any similar office the Copyright Office, as applicable, substantially in the forms of Attachments 2 and 3 hereto or agency in any other country or any political subdivision thereof, either by Grantor or by any agent, employee, licensee or designee of Grantor, of (i) an application for the registration of any Trademark with the Patent forms reasonable acceptable to Agent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof or (ii) any assignment of any Trademark which Grantor may acquire from a third party. Upon the request of Lender, Grantor shall execute and deliver any and all documents, instruments, and agreements as Lender may request to evidence Lender's security interest in such Trademark (and the goodwill and general intangibles of Grantor relating thereto or represented thereby), and Grantor authorizes Lender to amend an original counterpart of the applicable Grant of Security Interest executed pursuant to Subparagraph 4(a) of this Security Agreement without first obtaining Grantor's approval of or signature to such amendment, and to record such security interest with the Patent and Trademark Office;
(e) Grantor shall keep the Collateral free of all Liens, except in favor of Lender;
(f) Grantor shall take all necessary commercially reasonable steps in any proceeding before the Patent and Trademark Office, the Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to diligently prosecute or maintain, as applicable, each application and registration of material Patents, Trademarks, Copyrights and Mask Works, including filing of renewals, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings (except to the Trademarks;extent that dedication, abandonment or invalidation is permitted hereunder or would not be reasonably likely to have a Material Adverse Effect).
(b) Grantor shall not use any Collateral or permit any Collateral to be used in violation of (i) any provision of the Credit Agreement, this Security Agreement or any other Credit Document, (ii) any applicable Governmental Rule or Contractual Obligation where such use could reasonably be expected to have a Material Adverse Effect, or (iii) any policy of insurance covering the Collateral where such use is reasonably likely to have a Material Adverse Effect.
(c) Grantor shall pay promptly when due all taxes and other governmental charges, all Liens and all other charges now or hereafter imposed upon, relating to or affecting any Collateral.
(d) Grantor shall appear in and defend any action or proceeding which may affect its title to or Agent's security interest in the Collateral if an adverse decision is reasonably likely to have a Material Adverse Effect.
(e) Grantor shall keep separate, accurate and complete records of the Collateral and shall permit Agent to examine and make copies of such records and provide such reports and information relating to the Collateral as Agent may reasonably request from time to time.
(f) Grantor shall not surrender or lose possession of (other than to Agent), sell, encumber, lease, rent, option, license or otherwise dispose of or transfer any Collateral or right or interest therein except as permitted in the Credit Agreement, and Grantor shall keep the Collateral free of all Liens except Permitted Liens.
(g) So long Grantor (either directly or through licensees) will make commercially reasonable efforts to continue to use the Trademarks which are material to Grantor's business or operations in connection with each and every trademark class of goods or services applicable to its current line of products or services as reflected in its current catalogs, brochures, price lists or similar materials in order to maintain such Trademarks in full force and effect free from any claim of abandonment for nonuse, and Grantor will not (and will not permit any licensee thereof to) do any act or knowingly omit to do any act whereby Grantor's rights in any such material Trademark is reasonably likely to become invalidated. Grantor will not do any act, or omit to do any act, whereby the Obligations Patents or Patent Registrations which are outstandingmaterial to Grantor's business or operations may become abandoned or dedicated or the remedies available against potential infringers weakened if such action or omission would be reasonably likely to have a Material Adverse Effect and shall notify Agent immediately if it knows of any reason or has reason to know that any such Patent Registration may become abandoned or dedicated. Grantor will not do any act or omit to do any act, whereby the Copyrights or Mask Works which are material to Grantor's business or operations may become abandoned or dedicated or the remedies available against potential infringers weakened if such action or omission would be reasonably likely to have a Material Adverse Effect, and shall notify Agent immediately if it knows of any reason or has reason to know that any such Copyright or Mask Work may become abandoned or dedicated.
(h) Grantor will promptly notify Agent upon the filing, either by Grantor or through any agent, employee, licensee or designee, of (i) an application for the registration of any Patent, Trademark, Copyright or Mask Work with the Patent and Trademark Office or the Copyright Office or any similar office or agency in any other country or any political subdivision thereof, (ii) any assignment of any Patent or Trademark, which Grantor may acquire from a third party, with the Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, or (iii) any assignment of any Copyright or Mask Work, which Grantor may acquire from a third party, with the Copyright Office or any similar office or agency in any other country or any political subdivision thereof.
(i) Grantor shall (i) make application to the Patent and Trademark Office to register any material unpatented but patentable inventions developed by Grantor or its employees (and assign within the scope of their employment), unless Grantor, in the exercise of its prudent business judgment, deems any such Patent not to have any significant commercial value or determines that its rights thereunder are better preserved as a Trade Secret, (ii) make application to Lender as security) the Patent and Trademark Office to register any registerable but unregistered material Trademarks used by Grantor in connection with its products or services, services unless Grantor, Grantor in the exercise of its prudent business judgment, deems any such Trademark not to have any significant commercial value, and (iii) make application to the Copyright Office to register any material unregistered Copyright or Mask Work to which Grantor has rights unless Grantor in the exercise of its prudent business judgment, deems any such Copyright or Mask Work not to have any significant commercial value or determines that its rights thereunder are better preserved protectable as a trade secret;Trade Secret.
(hj) Grantor shall (i) use proper statutory notice in connection with any its use of the Trademarks, Copyrights and Mask Works, (ii) maintain consistent standards of quality in its manufacture of products sold under the Trademarks or provision of services in connection with the Trademarks;, and (iii) take all commercially reasonable steps to protect the secrecy and the validity under applicable law of all material Trade Secrets.
(ik) If any Executive Officer of Grantor agrees that if it or any Affiliate learns of any use by any Person of any term or design likely to cause confusion with any Trademark, Grantor shall promptly notify Lender Agent of such use and of all steps taken and to be taken to remedy any infringement of any such Trademark; and.
(jl) Grantor shall at maintain with each employee who may have access to any material Trade Secrets of Grantor an agreement by which such employee agrees not to disclose such Trade Secrets and with each employee who may be the inventor of patentable inventions (invented within the scope of such employee's employment) an invention assignment agreement requiring such employee to assign all times keep at least one complete set rights to such inventions, including, patents and patent applications, to Grantor and further requiring such employee to cooperate fully with Grantor, its successors in interest, including Agent, and their counsel, in the prosecution of its records concerning any patent application or in any litigation involving the Collateral at its chief executive office and shall make invention, whether such records available for inspection by Lender at cooperation is required during such times as Lender may reasonably requestemployee's employment with Grantor or after the termination of such employment.
Appears in 1 contract
Samples: Credit Agreement (Adac Laboratories)
Covenants of Grantor. In addition to its other agreements and covenants herein, Grantor hereby agrees:
(a) Grantor that it shall perform not sell or transfer the Option Shares and at all acts times shall maintain the Option Shares free from any and execute all documentsclaims, includingliens, without limitationpledges, Grants encumbrances or security interests of Security Interest substantially in the form of Attachment II annexed heretoany kind or nature whatsoever (collectively, that may be necessary or desirable to record, maintain, preserve, protect and perfect Lender's interest in the Collateral, the Lien granted to Lender in the Collateral and the first priority of such Lien"Liens");
(b) Except to the extent that Lender shall give its prior written consent,
(i) Grantor shall continue to use the Trademarks in connection with each and every trademarked class it will not, by charter amendment or through reorganization, consolidation, merger, dissolution or sale of goods or services applicable to its current line as reflected in its current catalogs, brochures, price lists or similar materials in order to maintain the Trademarks in full force and effect free from any claim of abandonment for nonuse, and Grantor shall not (and will not permit any licensee thereof to) do any act or omit to do any act whereby any Trademark may become invalidated and shall notify Lender immediately if Grantor knows of any reason or has reason to know that any application or registration may become invalidated; and
(ii) Grantor shall not assign, sell, mortgage, lease, transfer, pledge, hypothecate, grant a security interest in or Lien upon, encumber, grant an exclusive or non-exclusive licenseassets, or otherwise dispose by any other voluntary act, avoid or seek to avoid the observance or performance of any of the Collateralcovenants, and nothing in this Security Agreement shall stipulations or conditions to be deemed a consent observed or performed hereunder by Lender to any such action except as expressly permitted hereinGrantor;
(c) promptly to take all action as may from time to time be required in order to permit the Holder to exercise the Option and Grantor shall promptly pay Lender for any to duly and all sums, costs, and expenses which Lender may pay or incur pursuant to effectively transfer the provisions of this Security Agreement or in enforcing the Obligations, the Collateral or the security interest granted hereunder, including, without limitation, all filing or recording fees, court costs, collection charges, travel, and reasonable attorneys' fees and expenses, all of which together with interest at the highest rate then payable on the Obligations shall be part of the Obligations and be payable on demandOption Shares;
(d) Grantor shall promptly notify Lender upon the filing with the Patent and Trademark Office Upon execution of this Option or any similar office or agency in any other country or any political subdivision within ten (10) business days thereof, either by Grantor or by any agentdeliver to Xxxxxxxx, employeeLoop & Xxxxxxxx, licensee or designee of GrantorLLP ("SLK"), of (i) an application Grantee's counsel, all certificates for the registration Option Shares to be held in escrow by such law firm throughout the Option Period. Each of any Trademark with the Patent Grantee and Trademark Office or any similar office or agency in any other country or any political subdivision thereof or (ii) any assignment of any Trademark which Grantor may acquire from a third party. Upon the request of Lender, Grantor shall execute and deliver to SLK an escrow agreement (the "Escrow Agreement") in form and substance acceptable to SLK in its sole discretion. SLK shall not charge any and fees for its escrow services but shall be entitled to appropriate indemnification. The Escrow Agreement further shall provide for the return of all documents, instruments, and agreements as Lender may request stock certificates to evidence Lender's security interest in such Trademark (and the goodwill and general intangibles of Grantor relating thereto or represented thereby), and Grantor authorizes Lender to amend an original counterpart Granter upon expiration of the applicable Grant Option Period if the Option has not been exercised with respect to shares represented by such certificates. Despite the escrow of Security Interest executed pursuant to Subparagraph 4(a) of this Security Agreement without first obtaining certificates representing Grantor's approval of or signature interests in the Option Shares, Grantor shall retain all rights to both vote and receive dividends, if any, with respect to the Option Shares until such time, if ever, as the Option is exercised with respect to such amendment, and to record such security interest with the Patent and Trademark Office;shares.
(e) During the Option Period and for a period of twenty-four (24) months thereafter, neither Grantor shall keep nor any of its affiliates shall, either directly or indirectly, acquire any Common Stock, any interests in any Common Stock, or any options, warrants or other rights to acquire any interests in any Common Stock; provided, however, affiliates of Grantor may acquire any shares of Common Stock or rights to acquire Common Stock to which such affiliates may from time to time become entitled to receive directly from the Collateral free Company as compensation for services. Notwithstanding the foregoing, following the Option Period, Grantor and/or its affiliates may, directly or indirectly, acquire additional Common Stock, interests in Common Stock and options, warrants or other rights to acquire interests in Common Stock so long as Grantor, together with its affiliates, owns or has the ability to control, on a fully diluted basis, not more than 5% of all Liensthe aggregate number of shares of Common Stock issued and outstanding, except in favor absent any dilution, as of Lender;the date of the most recent acquisition of any Common Stock by Grantor.
(f) During the Option Period, neither Grantor shall take all necessary steps in any proceeding before the Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, to diligently prosecute or maintain, as applicable, each application and registration of the Trademarks;
(g) So long as nor any of the Obligations are outstandingits affiliates shall, Grantor shall make application to the Patent and Trademark Office (and assign either directly or indirectly, take any such application to Lender as security) to register action or cause any registerable but unregistered material Trademarks used by Grantor in connection with its products or services, unless Grantor, in the exercise of its prudent business judgment, deems any such Trademark not to have any significant commercial value or determines that its rights thereunder are better preserved as a trade secret;
(h) Grantor shall (i) use proper statutory notice in connection with any use of the Trademarks, and (ii) maintain consistent standards of quality in its manufacture of products sold under the Trademarks or provision of services in connection with the Trademarks;
(i) Grantor agrees that if it or any Affiliate learns of any use by any Person of any term or design likely to cause confusion with any Trademark, Grantor shall promptly notify Lender of such use and of all steps taken and action to be taken to remedy institute any infringement legal or administrative proceedings against or involving Grantee that arises out of, relates to, or is based xxxx xxxx, xxxxxx, xxxxxx of fact or circumstances occurring or arising prior to the date hereof. Furthermore, neither Grantee nor any Trademark; and
(j) Grantor shall at all times keep at least one complete set of its records concerning affiliates shall, either directly or indirectly, make or publish, whether orally, electronically or in written form, any public statements threatening to commence any legal or administrative proceedings against or involving Grantee or suggesting that a basis exists for the Collateral at its chief executive office and shall make institution of such records available for inspection by Lender at such times as Lender may reasonably requestlegal or administrative proceedings.
Appears in 1 contract
Covenants of Grantor. Grantor hereby agrees:
(a) Notwithstanding anything to the contrary contained herein, unless an Event of Default has occurred and is continuing, the Grantor may continue to exploit, license, franchise, use, enjoy and protect (whether in the United States of America or any foreign jurisdiction) the Intellectual Property Collateral in the ordinary course of business and the Secured Party shall from time to time execute and deliver, upon written request of the Grantor and at the Grantor's sole cost and expense, any and all instruments, certificates or other documents, in the form so requested, necessary or appropriate in the judgment of the Grantor to enable the Grantor to do so.
(b) In order to more fully protect the Intellectual Property Collateral in respect of which security interests have been granted to the Secured Party by the Grantor hereunder, the Grantor may hereafter transfer to the Secured Party such additional rights, privileges, marks and licenses as the Grantor may in its discretion determine to be necessary and appropriate to the continuing exploitation, licensing, use, enjoyment and protection (whether in the United States of America or any foreign jurisdiction) of the Intellectual Property Collateral.
(c) The Grantor agrees that at any time and from time to time, at the sole expense of the Grantor, the Grantor will promptly execute and deliver such further instruments and documents, and take such further action, as may be necessary or desirable, and as the Secured Party may reasonably request in writing, in order to perfect and protect any security interests granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce the rights and remedies pursuant hereto with respect to any of the Intellectual Property Collateral; provided, that so long as no Event of Default has occurred and is continuing, the Grantor shall not be required to register Intellectual Property Collateral (other than any Material Copyright from and after the Required Registration Date therefor) that the Grantor would not otherwise register in the ordinary course of business but for this Agreement.
(d) The Grantor shall perform all acts and execute all documents, includingincluding assignments for security in form suitable for filing with the United States Patent and Trademark Office and the United States Copyright Office or any other country, without limitation, Grants of Security Interest substantially in the form of Attachment II annexed heretoSchedule H hereof, that may be necessary or desirable requested by the Secured Party at any time to recordevidence, maintainperfect, preserve, protect maintain record and perfect Lenderenforce the Secured Party's interest in the CollateralIntellectual Property Collateral or otherwise in furtherance of the provisions of this Agreement, provided, that so long as no Event of Default has occurred and is continuing, the Lien granted Grantor shall not be required to Lender register Intellectual Property Collateral (other than any Material Copyright from and after the Required Registration Date therefor) that the Grantor would not otherwise register in the Collateral ordinary course of business but for this Agreement, and the first priority Grantor hereby authorizes the Secured Party to execute and file one or more financing statements (and similar documents) or copies thereof or of such Lien;this Agreement with respect to the Intellectual Property Collateral signed only by the Secured Party or without signature as permitted by law.
(be) Except to the extent that Lender shall give its the Secured Party, upon prior written notice of the Grantor shall consent,
, the Grantor (ieither itself or through licensees) Grantor shall continue to use the Trademarks, consisting of registered Trademarks in connection with (including service marks and trade names), common law Trademarks (including service marks and trade names), and applications for Trademarks (including service marks and trade names), on each and every trademarked trademark class of goods or services applicable to its current line as reflected in its current catalogs, brochures, price lists lists, products, Works or similar materials otherwise in order to maintain the Trademarks, consisting of registered Trademarks (including service marks and trade names), common law Trademarks (including service marks and trade names), and applications for Trademarks (including service marks and trade names), in full force and effect free from any claim of abandonment for nonuse, nonuse and the Grantor shall will not (and will not permit any licensee thereof to) do any act or knowingly omit to do any act whereby any Trademark Trademark, consisting of registered Trademarks (including service marks and trade names), common law Trademarks (including service marks and trade names), and applications for Trademarks (including service marks and trade names), may become invalidated or diluted. Grantor shall promptly notify the Secured Party if it knows that any Trademark, consisting of registered Trademarks (including service marks and trade names), common law Trademarks (including service marks and trade names), and applications for Trademarks (including service marks and trade names), may become invalidated or diluted. Such notification shall be given before such invalidation or dilution occurs.
(f) Except to the extent that the Secured Party, upon prior written notice by the Grantor, shall consent, the Grantor shall not do any act or omit to do any act, whereby any Patent may become abandoned or dedicated to the public and shall promptly notify Lender immediately the Secured Party if it knows that any Patent may become abandoned or dedicated to the public. Such notification shall be given before such abandonment or dedication to the public occurs.
(g) Except to the extent that the Secured Party, upon prior written notice by the Grantor, shall consent, the Grantor shall not do any act or omit to do any act, whereby the Trade Secrets may become abandoned or dedicated to the public and shall promptly notify the Secured Party if it knows of that any reason Trade Secret may become abandoned or has reason dedicated to know the public, except to the extent that any such event would not reasonably be expected to have a Material Adverse Effect. Such notification shall be given before such abandonment or dedication to the public occurs.
(h) Except to the extent that the Secured Party, upon prior written notice by the Grantor, shall consent, the Grantor shall not do any act or omit to do any act whereby any registered Copyright, Copyright application, or Material Copyright or any registered Copyright, Copyright application, or Material Copyright in the Works may become abandoned, terminated or fall into public domain and shall promptly notify the Secured Party if it knows that any application or registration may terminate, become invalidated; andabandoned or fall into public domain. Such notification shall be given before such termination, abandonment or dedication to the public occurs.
(i) In no event shall the Grantor, either itself or through any agent, employee, licensee or designee, (i) file an application for the registration of any Patent or Trademark with the United States Patent and Trademark Office or file an application for registration of any Copyright with the United States Copyright Office or any similar offices or agencies of the United States, any State thereof, any other country or any political subdivision thereof or (ii) file any assignment of any Patent, Copyright or Trademark, which the Grantor may acquire from a third party, with the United States Patent and Trademark Office, United States Copyright Office or any similar office or agency of the United States, any State thereof, any other country or any political subdivision thereof, unless the Grantor shall, on or prior to the date of such filing, notify the Secured Party thereof and upon request of the Secured Party, execute and deliver any and all assignments, agreements, instruments, documents and papers as the Secured Party may request to evidence its interest in such Patent, Trademark or Copyright and the goodwill and general intangibles relating thereto or represented thereby. The Grantor hereby constitutes the Secured Party its attorney-in-fact to execute and file all such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power being coupled with an interest is irrevocable until the Secured Obligations are paid in full.
(j) Except to the extent that the Secured Party, upon prior written notice from the Grantor, shall consent, the Grantor shall not assign, sell, mortgage, lease, transfer, pledge, hypothecate, grant a security interest in or Lien lien upon, encumber, grant an exclusive or non-exclusive license (except (i) non-exclusive licenses of rights in the Intellectual Property Collateral or (ii) exclusive licenses (which exclude all Persons including the Grantor and all of its Subsidiaries) of rights in the Intellectual Property Collateral to non-United States Subsidiaries of the Grantor, (such rights only being exercisable with respect to territories outside of the United States and Mexico, and in either case, granted in the ordinary course of business), and that do not in any way hinder or restrict the assignability to or assumption by the Secured Party of the Grantor's interests in the Intellectual Property Collateral that is the subject of any such license), or otherwise dispose of any of the Intellectual Property Collateral, and nothing in this Security Agreement shall be deemed a consent by Lender the Secured Party to any such action except as expressly permitted herein;.
(ck) The Grantor shall promptly pay Lender for take all reasonably necessary steps in any and all sums, costs, and expenses which Lender may pay or incur pursuant to proceeding before the provisions of this Security Agreement or in enforcing the Obligations, the Collateral or the security interest granted hereunder, including, without limitation, all filing or recording fees, court costs, collection charges, travel, and reasonable attorneys' fees and expenses, all of which together with interest at the highest rate then payable on the Obligations shall be part of the Obligations and be payable on demand;
(d) Grantor shall promptly notify Lender upon the filing with the United States Patent and Trademark Office, United States Copyright Office or any similar office or agency in of the United States, any other country or any political subdivision State thereof, either by Grantor or by any agent, employee, licensee or designee of Grantor, of (i) an application for the registration of any Trademark with the Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof or (ii) any assignment of any Trademark which Grantor may acquire from a third party. Upon the request of Lender, Grantor shall execute and deliver any and all documents, instruments, and agreements as Lender may request to evidence Lender's security interest in such Trademark (and the goodwill and general intangibles of Grantor relating thereto or represented thereby), and Grantor authorizes Lender to amend an original counterpart of the applicable Grant of Security Interest executed pursuant to Subparagraph 4(a) of this Security Agreement without first obtaining Grantor's approval of or signature to such amendment, and to record such security interest with the Patent and Trademark Office;
(e) Grantor shall keep the Collateral free of all Liens, except in favor of Lender;
(f) Grantor shall take all necessary steps in any proceeding before the Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, to diligently prosecute or maintain, as applicable, maintain each application and registration of the Trademarks;, Copyrights and Patents, including payment of annuities, filing of renewals, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings (except to the extent that dedication, abandonment or invalidation is permitted under Sections 5(e) through 5(g) hereof).
(gl) So long as any of the Obligations are outstanding, Grantor shall make application to the Patent and Trademark Office (and assign any such application to Lender as security) to register any registerable but unregistered material Trademarks used by Grantor in connection with its products or services, unless Grantor, in the exercise of its prudent business judgment, deems any such Trademark not to have any significant commercial value or determines that its rights thereunder are better preserved as a trade secret;
(h) Grantor shall (i) use proper statutory notice in connection with any use of the Trademarks, and (ii) maintain consistent standards of quality in its manufacture of products sold under the Trademarks or provision of services in connection with the Trademarks;
(i) The Grantor agrees that if it it, or any Affiliate or Subsidiary thereof, learns of any use by any Person of any term or design which in its judgment is likely to cause confusion with or dilute any registered Trademark, Grantor it shall promptly notify Lender the Secured Party of such use and and, if requested by the Secured Party, shall join with the Secured Party, at its expense, in such action as the Secured Party, in its reasonable discretion may deem advisable for the protection of all steps taken its interest in and to be taken to remedy any infringement of any Trademark; and
(j) Grantor shall at all times keep at least one complete set of its records concerning the Collateral at its chief executive office and shall make such records available for inspection by Lender at such times as Lender may reasonably requestTrademarks.
Appears in 1 contract
Samples: Intellectual Property Security Agreement (Covad Communications Group Inc)
Covenants of Grantor. In furtherance of the easement granted herein, Grantor hereby agreescovenants on behalf of itself, its successors and assigns, with Grantee, its successors and assigns, such covenants being deemed to run as a binding servitude, in perpetuity, with the land, to do (and refrain from doing) upon the Premises each of the following covenants, each of which contributes to the public good in that each aids significantly in the preservation and protection of the Premises or in the preservation of the historic district in which the Premises are located:
(1) Grantor shall not demolish, remove or raze the Improvements or the Facades or any part thereof.
(2) Grantor shall not undertake or permit to be undertaken any construction, maintenance, repair, alteration or remodeling or any other activity on or with respect to the Premises which would not comply with the Standards or would cause the Secretary not to certify the Improvements as being consistent with the historic character of the Premises. [Grantor shall complete the Rehabilitation in accordance with the Standards and the Plans in all
(a) Grantor shall perform all acts and execute all documents, including, without limitation, Grants increase or decrease the height of Security Interest substantially in the form of Attachment II annexed hereto, that may be necessary or desirable to record, maintain, preserve, protect and perfect Lender's interest in the Collateral, the Lien granted to Lender in the Collateral and the first priority of such LienImprovements;
(b) Except to adversely affect the extent that Lender shall give its prior written consent,
(i) Grantor shall continue to use the Trademarks in connection with each and every trademarked class of goods or services applicable to its current line as reflected in its current catalogs, brochures, price lists or similar materials in order to maintain the Trademarks in full force and effect free from any claim of abandonment for nonuse, and Grantor shall not (and will not permit any licensee thereof to) do any act or omit to do any act whereby any Trademark may become invalidated and shall notify Lender immediately if Grantor knows of any reason or has reason to know that any application or registration may become invalidated; and
(ii) Grantor shall not assign, sell, mortgage, lease, transfer, pledge, hypothecate, grant a security interest in or Lien upon, encumber, grant an exclusive or non-exclusive license, or otherwise dispose of any structural soundness of the Collateral, and nothing in this Security Agreement shall be deemed a consent by Lender to any such action except as expressly permitted hereinImprovements;
(c) Grantor shall promptly pay Lender for make any and all sumschanges in the Facades, costsincluding the alteration, and expenses which Lender may pay partial removal, remodeling or incur pursuant other physical or structural change with respect to the provisions of this Security Agreement appearance or construction thereof, including any change in enforcing the Obligationscolor, the Collateral material or the security interest granted hereunder, including, without limitation, all filing or recording fees, court costs, collection charges, travel, and reasonable attorneys' fees and expenses, all of which together with interest at the highest rate then payable on the Obligations shall be part of the Obligations and be payable on demandsurfacing;
(d) Grantor shall promptly notify Lender upon the filing with the Patent and Trademark Office construct any additions to or any similar office or agency in any other country or any political subdivision thereof, either by Grantor or by any agent, employee, licensee or designee of Grantor, of (i) an application for the registration of any Trademark with the Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof or (ii) any assignment of any Trademark which Grantor may acquire from a third party. Upon the request of Lender, Grantor shall execute and deliver any and all documents, instruments, and agreements as Lender may request to evidence Lender's security interest in such Trademark (and the goodwill and general intangibles of Grantor relating thereto or represented thereby), and Grantor authorizes Lender to amend an original counterpart extensions of the applicable Grant of Security Interest executed pursuant to Subparagraph 4(a) of this Security Agreement without first obtaining Grantor's approval of or signature to such amendment, and to record such security interest with the Patent and Trademark OfficeImprovements;
(e) Grantor shall keep erect or place anything on the Collateral free of all LiensPremises or on the Improvements which would prohibit the Facades from being visible from street level, except in favor for temporary structures during any period of Lender;approved alteration, restoration, or maintenance of the Improvements; or
(f) Grantor shall take all necessary steps in any proceeding before erect, construct or move anything on the Patent Premises that would encroach on the open land area surrounding the Improvements and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, to diligently prosecute or maintain, as applicable, each application and registration interfere with a view of the Trademarks;Facades or be incompatible with the historic or architectural character of the Improvements or the Facades. Notwithstanding the foregoing, Grantor may, with the express prior written permission of the Grantee based on plans and specifications provided by Grantor at Grantor’s expense, undertake any restoration or rehabilitation of the exterior of the Improvements in accordance with the Standards if such rehabilitation can be reasonably expected by the Grantee to result in the Secretary certifying such rehabilitation as being consistent with the historic character of the Premises or the historic district, if any, in which the Premises are located.
(g) So long as any of the Obligations are outstanding, Grantor shall make application to the Patent and Trademark Office (and assign any such application to Lender as security) to register any registerable but unregistered material Trademarks used by Grantor in connection with its products or services, unless Grantor, in the exercise of its prudent business judgment, deems any such Trademark not to have any significant commercial value or determines that its rights thereunder are better preserved as a trade secret;
(h) Grantor shall (i) use proper statutory notice in connection with any use of the Trademarks, and (ii) maintain consistent standards of quality in its manufacture of products sold under the Trademarks or provision of services in connection with the Trademarks;
(i) Grantor agrees that if it or any Affiliate learns of any use by any Person of any term or design likely to cause confusion with any Trademark, Grantor shall promptly notify Lender of such use and of all steps taken and to be taken to remedy any infringement of any Trademark; and
(j3) Grantor shall at all times keep at least one complete set maintain the Premises and the Improvements which are a part of its records concerning the Collateral at its chief executive office Premises (including, without limitation, the Facades) in a good and sound state of repair and shall make undertake a regular maintenance program to preserve the structural soundness and prevent deterioration of the Improvements. The obligation to maintain the Improvements includes the requirement to replace, rebuild, repair and reconstruct the Facades whenever necessary in accordance with the Standards and to have the exterior surfaces of the Improvements at all times appear to be and actually be the same as the Facades.
(4) The Premises shall be used for such records available purposes as are permissible under the zoning and other general laws of the City of [ ], Georgia, as such purposes may be changed from time to time. The Premises shall not be subdivided, nor shall the Premises ever be demised or conveyed other than as a unit, except that the Premises may be made subject to a declaration of condominium.
(5) No utility transmission lines or devices, including satellite receiving dishes, other than those existing on the date hereof may be installed on the Premises in a manner as to cause them to be visible by the public from the exterior of the Premises.
(6) No dumping of ashes, trash, rubbish or any other unsightly or offensive materials which are visible from public roads or streets shall be permitted on the Premises.
(7) Except for inspection those permitted exceptions shown on Exhibit “C” hereto, Grantor warrants to Grantee that no lien or encumbrance that has priority over this Deed and Agreement exists on the Premises as of the date hereof. Grantor shall immediately cause to be satisfied or released any lien or claim of lien that may hereafter come to exist against the Premises which would have priority over any of the rights, title or interest of Grantee hereunder.
(8) Any subsequent deed or other legal instrument by Lender which Grantor divests itself of either the fee simple title to or its possessory interest in the Premises, or any part thereof (excluding, however, space leases and licenses to tenants in the ordinary course of Grantor’s business) shall be made subject to the restrictions and agreements contained in this Deed and Agreement. Such restrictions and agreements need not be included verbatim but may be incorporated by reference to this instrument in that deed or instrument. Grantor shall provide Grantee with written notice of any transfer of title to the Premises; provided, however, that failure to give said notice will not affect the easements or rights hereby created.
(9) Grantor will not display or place on the Premises signs, billboards, awnings or advertisements, except (i) such plaques or other markers as are appropriate for commemorating the historic importance of the Premises; (ii) such signs or markers as are necessary to direct and restrict the passage of persons or the parking of vehicles upon said Premises; (iii) a sign or signs stating the address of the Premises; (iv) such signs or markers as are necessary to advertise conspicuously the commercial or other use of the Premises; and (v) such signs, or markers as are necessary to advertise conspicuously the availability of the Premises for sale or rent, which signs or markers referred to in (i) - (v) of this paragraph shall be in conformity with design approval by the applicable design authority, if any, or by Grantee. Grantee may provide and maintain a plaque on each of the street facades of the Premises not to exceed eight by twelve inches in size, mounted flush on such façade, with design approval by any applicable authority pursuant to established procedure, giving notice of the history of the building and the grant of this preservation easement.
(10) The Premises shall be landscaped in a manner compatible with the style and period of the Improvements. No living trees greater than 12 inches in diameter at a point four feet above the ground within 150 feet of the Improvements shall be removed unless immediate removal is necessary for the protection of any persons coming onto the Premises or of the general public, for the prevention or treatment of disease, or for the protection and safety of the Improvements. Any tree of the aforementioned size which must be removed shall be replaced within a reasonable time by a new tree of the same species or, with the express written consent of Grantee, with an alternative species.
(11) No grading, excavation or other disturbance of the ground on the Premises shall be undertaken without the prior written approval of Grantee, which approval may be conditioned upon performance of a qualified archeological investigation if, in the judgment of Grantee, such times as Lender may reasonably requestgrading, excavation or disturbance might affect significant archeological resources on the Premises.
Appears in 1 contract
Samples: Deed of Gift and Agreement for an Architectural, Facade and Preservation Easement
Covenants of Grantor. Grantor hereby agrees:
(a) 6.1 Grantor shall (1) not commit waste or permit impairment or deterioration of the Collateral Property, (2) not abandon the Collateral Property, (3) restore or repair or cause to be restored or repaired promptly, in a good and workmanlike manner, any damaged part of the Collateral Property to the equivalent of its original condition, or such other condition as Secured Party may approve in writing, whether or not Insurance Proceeds or condemnation awards are available to cover any costs of such restoration or repair, (4) keep or caused to be kept the Collateral Property in good repair, including the replacement of tangible Personalty and Fixtures with items of equal or better function and quality, (5) give Notice to Secured Party of and, unless otherwise directed in writing by Secured Party, shall appear in and defend any action or proceeding purporting to affect the Collateral Property, Secured Party’s security or Secured Party’s rights under this Agreement, and (6) timely perform all acts and execute all documents, including, without limitation, Grants of Security Interest substantially in its obligations under the form of Attachment II annexed hereto, that may be necessary or desirable Contracts to record, maintain, preserve, protect and perfect Lender's interest in the Collateral, the Lien granted to Lender in the Collateral and the first priority of such Lien;
(b) Except to the extent that Lender shall give its prior written consent,
(i) which Grantor shall continue to use the Trademarks in connection with each and every trademarked class of goods or services applicable to its current line as reflected in its current catalogs, brochures, price lists or similar materials in order to maintain the Trademarks in full force and effect free from any claim of abandonment for nonuse, and is a party. Grantor shall not (and will shall not permit any licensee thereof tenant or other person to) do remove, demolish or alter, other than in a commercially reasonable manner in the ordinary course of business, the Collateral Property or any act or omit to do any act whereby any Trademark may become invalidated part of the Collateral Property, except in connection with the replacement of tangible Personalty.
6.2 All expenses of protecting, storing, warehousing, insuring, handling and shall notify Lender immediately if Grantor knows shipping of the Collateral Property, all costs of keeping the Collateral Property free of any reason Liens prohibited by this Agreement and of removing the same if they should arise, and any and all excise, property, sales and use taxes imposed by any state, federal or has reason to know that any application or registration may become invalidated; and
(ii) Grantor shall not assign, sell, mortgage, lease, transfer, pledge, hypothecate, grant a security interest in or Lien upon, encumber, grant an exclusive or non-exclusive license, or otherwise dispose of local authority on any of the CollateralCollateral Property or in respect of the sale thereof, and nothing in this Security Agreement shall be deemed a consent borne and paid by Lender Grantor and if Grantor fails to any such action except as expressly permitted herein;
(c) Grantor shall promptly pay Lender for any thereof when due, Secured Party may, at its option, but shall not be required to, pay the same whereupon the same shall constitute Obligations and all sums, costs, and expenses which Lender may pay or incur pursuant to the provisions of this Security Agreement or in enforcing the Obligations, the Collateral or shall be secured by the security interest granted hereunder, including, without limitation, all filing or recording fees, court costs, collection charges, travel.
6.3 Unless Grantor gives notice to Secured Party within 30 days after the occurrence of any of the following, and reasonable attorneys' fees executes and expensesdelivers to Secured Party modifications or supplements of this Agreement (and any financing statement which may be filed in connection with this Agreement) as Secured Party may require, all of which together with interest at the highest rate then payable on the Obligations shall be part of the Obligations and be payable on demand;
(d) Grantor shall promptly notify Lender upon the filing with the Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, either by Grantor or by any agent, employee, licensee or designee of Grantor, of not (i) an application for the registration change its name, identity, structure or jurisdiction of any Trademark with the Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof or organization; (ii) change the location of its place of business (or chief executive office if more than one place of business); or (iii) add to or change any assignment location at which any of the Collateral Property is stored, held or located.
6.4 Grantor will not use the Collateral Property, or knowingly permit the Collateral Property to be used, for any unlawful purpose or in violation of any Trademark federal, state or municipal law.
6.5 Immediately upon Grantor becoming aware of the existence of any Event of Default under the Master Lease, Grantor will give notice to Lender that such Event of Default exists, stating the nature thereof, the period of existence thereof, and what action Grantor proposes to take with respect thereto.
6.6 Grantor will execute, from time to time, such financing statements, assignments, and other documents covering the Collateral Property as Secured Party may request in order to create, evidence, perfect, maintain or continue its security interest in the Collateral Property (including any additional Collateral Property acquired by Grantor after the date hereof) and will notify Secured Party promptly upon acquiring any additional Collateral Property.
6.7 Grantor appoints Secured Party, or any other person, whom Secured Party may from time to time designate, as Grantor’s attorney with power, after the occurrence and during the continuance of an Event of Default, to endorse Grantor’s name on any checks, notes, acceptances, drafts, or other forms of payment or security that may come into Secured Party’s possession, to sign Xxxxxxx’s name on any invoice or bill of lading relating to any Collateral Property, on drafts against customers, on schedules and confirmatory assignments of Collateral Property, on notices of assignment, financing statements under the Uniform Commercial Code and other public records, on verifications of Collateral Property and on notices to customers, to notify the post office authorities to change the address for delivery of Grantor’s mail to an address designated by Secured Party, to receive and open all mail addressed to Grantor, to send requests for verification of Collateral Property to customers and to do all things necessary to carry out this Agreement in each case to the extent, but only to the extent, such actions relate to the Collateral Property. Grantor ratifies and approves all acts of the attorney taken within the scope of the authority granted. Neither Secured Party nor the attorney will be liable for any acts of commission or omission or for any error in judgment or mistake of fact or law. This power, being coupled with an interest, is irrevocable so long as any Obligations remain unpaid. Grantor waives presentment and protest of all instruments and notice thereof, notice of default and dishonor and all other notices to which Grantor may acquire from a third party. Upon the request of Lender, Grantor shall execute and deliver any and all documents, instruments, and agreements as Lender may request to evidence Lender's security interest in such Trademark (and the goodwill and general intangibles of Grantor relating thereto or represented thereby), and Grantor authorizes Lender to amend an original counterpart of the applicable Grant of Security Interest executed pursuant to Subparagraph 4(a) of this Security Agreement without first obtaining Grantor's approval of or signature to such amendment, and to record such security interest with the Patent and Trademark Office;
(e) Grantor shall keep the Collateral free of all Liens, except in favor of Lender;
(f) Grantor shall take all necessary steps in any proceeding before the Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, to diligently prosecute or maintain, as applicable, each application and registration of the Trademarks;
(g) So long as any of the Obligations are outstanding, Grantor shall make application to the Patent and Trademark Office (and assign any such application to Lender as security) to register any registerable but unregistered material Trademarks used by Grantor in connection with its products or services, unless Grantor, in the exercise of its prudent business judgment, deems any such Trademark not to have any significant commercial value or determines that its rights thereunder are better preserved as a trade secret;
(h) Grantor shall (i) use proper statutory notice in connection with any use of the Trademarks, and (ii) maintain consistent standards of quality in its manufacture of products sold under the Trademarks or provision of services in connection with the Trademarks;
(i) Grantor agrees that if it or any Affiliate learns of any use by any Person of any term or design likely to cause confusion with any Trademark, Grantor shall promptly notify Lender of such use and of all steps taken and to otherwise be taken to remedy any infringement of any Trademark; and
(j) Grantor shall at all times keep at least one complete set of its records concerning the Collateral at its chief executive office and shall make such records available for inspection by Lender at such times as Lender may reasonably requestentitled.
Appears in 1 contract
Samples: Security Agreement and Assignment of Leases, Rents and Fixture Filing
Covenants of Grantor. Grantor hereby agreescovenants with Grantee that during the Option Term and, if any Exercise Notice is issued, then continuing through the date of Closing, Grantor:
(a) Grantor shall perform all acts and execute all documentsnot sell, includinggrant, convey, mortgage, lease, encumber or dispose of the Property or any part thereof or the appurtenances thereunto belonging, without limitation, Grants the express written consent of Security Interest substantially in the form of Attachment II annexed hereto, that may be necessary or desirable to record, maintain, preserve, protect and perfect Lender's interest in the Collateral, the Lien granted to Lender in the Collateral and the first priority of such LienGrantee;
(b) Except to the extent that Lender shall give its prior written consent,
(i) Grantor shall continue to use the Trademarks in connection with each and every trademarked class of goods or services applicable to its current line as reflected in its current catalogs, brochures, price lists or similar materials in order to maintain the Trademarks in full force and effect free from any claim of abandonment for nonuse, and Grantor shall not (and will not permit allow any licensee thereof to) do any act lien, claim, demand or omit to do any act whereby any Trademark may become invalidated and shall notify Lender immediately if Grantor knows encumbrance of any reason nature, kind or has reason character to know that be asserted against the Property or any application or registration may become invalidated; and
(ii) Grantor shall not assignparty thereof, sell, mortgage, lease, transfer, pledge, hypothecate, grant a security interest in or Lien upon, encumber, grant an exclusive or non-exclusive license, or otherwise dispose without the express written consent of any of the Collateral, and nothing in this Security Agreement shall be deemed a consent by Lender to any such action except as expressly permitted hereinGrantee;
(c) Grantor shall promptly pay Lender for not grant any and all sumseasement, costslicense or right-of-way in, and expenses which Lender may pay to or incur pursuant to through the provisions of this Security Agreement Property or in enforcing the Obligations, the Collateral or the security interest granted hereunder, includingany part thereof, without limitation, all filing or recording fees, court costs, collection charges, travel, and reasonable attorneys' fees and expenses, all the express written consent of which together with interest at the highest rate then payable on the Obligations shall be part of the Obligations and be payable on demandGrantee;
(d) Grantor shall promptly notify Lender upon not create, nor allow to be created, any condition, restriction or covenant of any kind, character or nature whatsoever with respect to the filing with the Patent and Trademark Office Property or any similar office or agency in any other country or any political subdivision thereof, either by Grantor or by any agent, employee, licensee or designee part thereof without the express written consent of Grantor, of (i) an application for the registration of any Trademark with the Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof or (ii) any assignment of any Trademark which Grantor may acquire from a third party. Upon the request of Lender, Grantor shall execute and deliver any and all documents, instruments, and agreements as Lender may request to evidence Lender's security interest in such Trademark (and the goodwill and general intangibles of Grantor relating thereto or represented thereby), and Grantor authorizes Lender to amend an original counterpart of the applicable Grant of Security Interest executed pursuant to Subparagraph 4(a) of this Security Agreement without first obtaining Grantor's approval of or signature to such amendment, and to record such security interest with the Patent and Trademark OfficeGrantee;
(e) Grantor shall keep not seek any change in the Collateral free of all Lienssubdivision or zoning of, or conditional use for, the Property or any part thereof, except as may be requested by Grantee or as otherwise set forth in favor this Agreement, without the express written consent of LenderGrantee;
(f) Grantor shall take all necessary steps not seek assessments on or against the Property to secure or pay the cost of public improvements to be made with respect to or for the benefit (in any proceeding before whole or in part) of the Patent and Trademark Office Property or any similar office or agency in any other country or any political subdivision part thereof, to diligently prosecute or maintain, as applicable, each application and registration without the express written consent of the Trademarks;Grantee; and
(g) So long as shall not adopt any of the Obligations are outstanding, Grantor shall make application to the Patent and Trademark Office (and assign any such application to Lender as security) to register any registerable but unregistered material Trademarks used by Grantor in connection with its products resolution or services, unless Grantor, in the exercise of its prudent business judgment, deems any such Trademark not to have any significant commercial value or determines that its rights thereunder are better preserved as a trade secret;
(h) Grantor shall ordinance (i) use proper statutory notice in connection with any use prohibiting the placement of natural gas (or water) pipelines on Township-owned lands that would have the effect of making the Property unusable for placement of the Trademarks, and Pipeline(s) herein contemplated; or (ii) maintain consistent standards imposing conditions on the placement of quality in its manufacture natural gas (or water) pipelines on Township- owned lands that would have the effect of products sold under making the Trademarks or provision Property unusable for placement of services in connection with the Trademarks;
(iPipeline(s) Grantor agrees that if it or any Affiliate learns of any use by any Person of any term or design likely to cause confusion with any Trademark, Grantor shall promptly notify Lender of such use and of all steps taken and to be taken to remedy any infringement of any Trademark; and
(j) Grantor shall at all times keep at least one complete set of its records concerning the Collateral at its chief executive office and shall make such records available for inspection by Lender at such times as Lender may reasonably requestherein contemplated.
Appears in 1 contract
Covenants of Grantor. For as long as the Obligation from Borrower to Lender remains outstanding under the Loan Agreement, Grantor hereby agreescovenants:
(a) Grantor shall perform all acts and execute all documents, including, agrees that without limitation, Grants of Security Interest substantially in the form of Attachment II annexed hereto, that may be necessary or desirable to record, maintain, preserve, protect and perfect Lender's interest in the Collateral, the Lien granted to Lender in the Collateral and the first priority of such Lien;
(b) Except to the extent that Lender shall give its prior written consent,
(i) Grantor shall continue to use the Trademarks in connection with each and every trademarked class consent of goods or services applicable to its current line as reflected in its current catalogs, brochures, price lists or similar materials in order to maintain the Trademarks in full force and effect free from any claim of abandonment for nonuse, and Grantor shall not (and Secured Party it will not permit any licensee thereof to) do any act or omit to do any act whereby any Trademark may become invalidated and shall notify Lender immediately if Grantor knows of any reason or has reason to know that any application or registration may become invalidated; and
(ii) Grantor shall not assign, sell, mortgage, lease, transfer, pledge, hypothecate, grant a security interest in or Lien upon, encumber, grant an exclusive or non-exclusive license, or otherwise dispose of any Collateral now or in the future owned by Grantor or permit or suffer to exist any Lien or encumbrance to exist on any Collateral or on any of Grantor’s present or future inventory in favor of any person other than Secured Party, or create or assume any obligation for borrowed money, except for borrowings from Secured Party.
b) Grantor will at all times keep accurate and complete records of the Collateral, and nothing in this Security Agreement Secured Party, or any of its agents, shall have the right at all reasonable times to examine, inspect, and make extracts from Grantor’s books and records, to discuss Grantor’s affairs with the officers of Grantor and its independent accountants, and to verify the validity, amount, quality, quantity, value, condition and status of, or any other matter relating to, the Collateral, including by contacting account debtors or others obligated with respect to Collateral or by other methods. Grantor will provide to Secured Party periodic ageings of all accounts and other receivables, including the name of each account debtor, the amount owed by each such account debtor, the due dates of the accounts and other receivables, the related invoice numbers and if requested by Secured Party copies thereof. Such ageings shall be in form and substance satisfactory to Secured Party and shall be delivered to Secured Party on the date hereof and thereafter monthly, within 5 days after the end of each month, and, after the occurrence of a Default or an Event of Default, whenever Secured Party requests.
c) Grantor agrees to deliver to Secured Party when requested, and in any event not less frequently than once each per month, a balance sheet, profit and loss statement, and reconcilement of surplus of Grantor.
d) Grantor represents and warrants to Secured Party that all financial statements furnished to Secured Party have and will accurately reflect the financial condition and operations of Grantor at the times and for the periods indicated in those statements.
e) With respect to any Collateral held by Secured Party as security for the liabilities, Grantor assents to all extensions or postponements of the time of payment or any other indulgence in connection with the Collateral, to each substitution, exchange or release of Collateral, to the addition or release of any party primarily or secondarily liable, to the acceptance of partial payments on the Collateral and the settlement, compromise, or adjustment of them, all in such manner and at such time or times as Secured Party shall deem advisable. Secured Party shall have no duty as to the collection or protection of Collateral or any income from the Collateral, nor as to the preservation of rights against prior parties, nor as to the preservation of any right pertaining to the Collateral, beyond the safe custody of Collateral in the possession of Secured Party. Secured Party shall not be deemed to have waived any of its rights in any Collateral unless the waiver be in writing and no delay or omission by Secured Party in exercising any right shall operate as a consent waiver of that right or of any other right. Secured Party shall have, in addition to all other rights and remedies, the rights and remedies of a secured party under the Uniform Commercial Code.
f) Grantor agrees, from time to time at its expense, to execute, deliver, file, and record all such notices, affidavits, assignments, financing statements, and other instruments, and take all further action, as shall in the judgment of Secured Party be necessary or as Secured Party may reasonably request, to evidence, perfect and protect the Lien of Secured Party in the Collateral, and Secured Party shall also have the right to notify any person or persons owing any receivable and to demand and receive payment of it directly to Secured Party, but Secured Party shall have no duty so to do.
g) Grantor shall pay or cause to be paid promptly all taxes and assessments on the Collateral when due.
h) Grantor shall not change its type of organization, jurisdiction of organization or other legal structure. Without providing at least 30 days prior written notice to Secured Party, Grantor shall not change its name. If Grantor obtains an organizational identification number after the date hereof, Grantor shall forthwith notify Secured Party of such organizational identification number.
i) If Grantor shall at any time hold or acquire any promissory notes or tangible chattel paper constituting Collateral, Grantor shall, forthwith after the occurrence of a Default or Event of Default and upon Secured Party’s request before the occurrence of a Default or Event of Default if Secured Party deems itself insecure, endorse, assign and deliver the same to Secured Party, accompanied by Lender such instruments of transfer or assignment duly executed in blank as Secured Party may from time to time specify and with respect to any such action except Collateral in the possession or control of Secured Party, Grantor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1) and 9-207(c)(2) of the Uniform Commercial Code as expressly permitted herein;in effect in the State of Nevada from time to time (the “NVUCC”).
j) For each deposit account that Grantor at any time opens or maintains, Grantor shall, forthwith after the occurrence of a Default or Event of Default and at Secured Party’s request before the occurrence of a Default or Event of Default if Secured Party deems itself insecure, either (ci) Grantor shall promptly pay Lender for any cause the depositary bank to enter into a written agreement or other authenticated record with Secured Party, in form and all sumssubstance satisfactory to Secured Party, costs, and expenses which Lender may pay or incur pursuant to which such depositary bank shall agree, among other things, to comply at any time with instructions from Secured Party to such depositary bank directing the provisions disposition of this Security Agreement or in enforcing the Obligations, the Collateral or the security interest granted hereunder, includingfunds from time to time credited to such deposit account, without limitation, all filing or recording fees, court costs, collection charges, travel, and reasonable attorneys' fees and expenses, all of which together with interest at the highest rate then payable on the Obligations shall be part of the Obligations and be payable on demand;
(d) Grantor shall promptly notify Lender upon the filing with the Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, either by Grantor or by any agent, employee, licensee or designee further consent of Grantor, of (i) an application for the registration of any Trademark with the Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof or (ii) any assignment of any Trademark which Grantor may acquire from a third party. Upon arrange for Secured Party to become the request of Lender, Grantor shall execute and deliver any and all documents, instruments, and agreements as Lender may request to evidence Lender's security interest in such Trademark (and the goodwill and general intangibles of Grantor relating thereto or represented thereby), and Grantor authorizes Lender to amend an original counterpart customer of the applicable Grant of Security Interest executed pursuant to Subparagraph 4(a) of this Security Agreement without first obtaining Grantor's approval of or signature to such amendment, and to record such security interest depositary bank with the Patent and Trademark Office;
(e) Grantor shall keep the Collateral free of all Liens, except in favor of Lender;
(f) Grantor shall take all necessary steps in any proceeding before the Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, to diligently prosecute or maintain, as applicable, each application and registration of the Trademarks;
(g) So long as any of the Obligations are outstanding, Grantor shall make application respect to the Patent and Trademark Office (and assign any such application to Lender as security) to register any registerable but unregistered material Trademarks used by Grantor in connection with its products or services, unless Grantor, in the exercise of its prudent business judgment, deems any such Trademark not to have any significant commercial value or determines that its rights thereunder are better preserved as a trade secret;
(h) Grantor shall (i) use proper statutory notice in connection with any use of the Trademarks, and (ii) maintain consistent standards of quality in its manufacture of products sold under the Trademarks or provision of services in connection with the Trademarks;
(i) Grantor agrees that if it or any Affiliate learns of any use by any Person of any term or design likely to cause confusion with any Trademark, Grantor shall promptly notify Lender of such use and of all steps taken and to be taken to remedy any infringement of any Trademark; and
(j) Grantor shall at all times keep at least one complete set of its records concerning the Collateral at its chief executive office and shall make such records available for inspection by Lender at such times as Lender may reasonably request.deposit
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