Covenants Regarding Intellectual Property. (a) Concurrent with the delivery of the Parent Borrower’s quarterly and annual financial statements pursuant to Section 5.1(a) and (b) hereof, each Borrower shall notify the Administrative Agent if it knows that any application, letters patent or registration relating to any material Patent, Patent License, Trademark or Trademark License of such Borrower or any of its Subsidiaries may become abandoned, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court) regarding such Borrower’s or any of its Subsidiary’s ownership of any material Patent or Trademark, its right to patent or register the same, or to enforce, keep and maintain the same, or its rights under any material Patent License or Trademark License.
(b) Concurrent with the delivery of the Parent Borrower’s quarterly and annual financial statements pursuant to Section 5.1(a) and (b) hereof, each Borrower shall notify the Administrative Agent after it knows of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in any court) regarding any material Copyright or Copyright License of such Borrower or any of its Subsidiaries, whether (i) such material Copyright or Copyright License may become invalid or unenforceable prior to its expiration or termination, or (ii) such Borrower’s or any of its Subsidiary’s ownership of such material Copyright, its right to register the same or to enforce, keep and maintain the same, or its rights under such material Copyright License, may become adversely affected in any material respect.
(i) Concurrent with the delivery of the Parent Borrower’s quarterly and annual financial statements pursuant to Section 5.1(a) and (b) hereof, each Borrower shall notify the Administrative Agent of any filing by such Borrower or any of its Domestic Subsidiaries, either itself or through any agent, employee, licensee or designee, of any application for registration of any Intellectual Property (other than Intellectual Property of de minimus value) with the United States Copyright Office or United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof.
(ii) Concurrent with the delivery of the quarterly and annual financial statements of the Borrower pursuant...
Covenants Regarding Intellectual Property. Except where the failure to take the actions described in subparagraphs (a), (b), (c), (d), (e), (f), (h) and (i) below would not reasonably be expected to have a Material Adverse Effect:
(a) Such Loan Party (either itself or through licensees) will, for each Patent take commercially reasonable actions that it determines are necessary in accordance with the exercise of its business discretion to, not do any act, or knowingly omit to do any act, whereby any Patent may become invalidated or dedicated to the public (except where the Loan Party has determined in its reasonable business judgment that such Patent is no longer reasonably necessary to the business of the Group Company), and shall take commercially reasonable actions that it determines are necessary in accordance with the exercise of its business discretion to continue to xxxx any products covered by a Patent with the relevant patent number or indication that a Patent is pending as required by the patent Laws.
(b) Such Loan Party (either itself or, if permitted by Law, through its licensees or its sublicensees) will, for each Trademark take commercially reasonable actions that it determines are necessary in accordance with the exercise of its business discretion to, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity from non-use, material alteration, naked licensing or genericide except where the Loan Party has determined in its reasonable business judgment that such Trademark is no longer reasonably necessary to the business of the Group Company, (ii) maintain the quality of products and services offered under such Trademark in a manner substantially consistent with or better than the quality of such products and services as of the date hereof, (iii) display such Trademark with proper notice, including notice of federal registration to the extent permitted by applicable Law, (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights, (v) not permit any assignment in gross of such Trademark and (vi) allow the Collateral Agent and its designees to inspect such Loan Party’s premises and to examine and observe such Loan Party’s books, records and operations regarding ownership, licensing and income from such Trademarks in accordance with Section 6.10 of the Credit Agreement.
(c) Such Loan Party (either itself or through licensees) will take commercially reasonable actions that it determines are necessary in accord...
Covenants Regarding Intellectual Property. (a) The Grantor shall notify the Agent immediately if it knows that any application or registration relating to any Copyright, Patent or Trademark which is material to the conduct of the Grantor's business may become abandoned, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office, or any court) regarding the Grantor's ownership or license of any Copyright, Patent or Trademark which is material to the conduct of the Grantor's business, its right to register the same, or to keep and maintain the same.
(b) The Grantor shall take all commercially reasonable steps necessary to prevent any misuse, infringement, misappropriation, unauthorized use or abandonment of its Copyrights, Patents, Trademarks or other Intellectual Property, whether owned or licensed. The Grantor's efforts pursuant to this SECTION 5.15 shall include, but not be limited to: (i) establishing prudent security measures and procedures governing access to, and use of, property protected by Copyrights, Trademarks or Patents or of Intellectual Property owned or licensed by the Grantor or developed by any Person on behalf of the Grantor; (ii) establishing and maintaining in force any agreements with employees and consultants or any written terms of employment, as are customarily used in the Grantor's industry for the protection of Intellectual Property; and (iii) vigorous enforcement of the Grantor's rights in any Intellectual Property.
(c) In no event shall the Grantor, either itself or through any agent, employee, licensee or designee, file an application for the registration of any Patent or Trademark with the United States Patent and Trademark Office, any Copyright with the United States Copyright Office, or any similar office or agency in any other country or any political subdivision thereof unless it promptly informs the Agent and, upon request of the Agent, executes and delivers any and all agreements, instruments, documents, and papers as the Agent may reasonably request to evidence the Agent's security interest in such Copyright, Patent or Trademark, including, with respect to Trademarks, the goodwill of the Grantor, relating thereto or represented thereby.
(d) The Grantor shall take all necessary action to maintain and pursue each application (and to obtain the relevant registration) and to maintain t...
Covenants Regarding Intellectual Property. (i) Such Grantor shall notify the Collateral Agent promptly (A) if it knows or has reason to know that any application or registration relating to any Patent or Trademark of such Grantor which is material to the conduct of such Grantor’s business may become abandoned, (B) if a terminal disclaimer is filed with respect to any Patent in the United States Patent and Trademark Office, or (C) of any other 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, the United States Copyright Office, or any court) regarding such Grantor’s ownership or license of any Intellectual Property which is material to the conduct of such Grantor’s business, its right to register the same, or to keep and maintain the same.
(ii) Such Grantor shall take all commercially reasonable steps necessary (if any be required) to prevent any misuse, infringement, invalidation, misappropriation, dilution, forfeiture, dedication to the public, unauthorized use or abandonment of its Copyrights, Patents, Trademarks or other Intellectual Property, whether owned or licensed. Such Grantor’s efforts pursuant to this Section 5(m)(ii) shall include, but not be limited to: (A) establishing prudent security measures and procedures governing access to, and use of, property protected by such Copyrights, Trademarks or Patents or of such Intellectual Property owned or licensed by such Grantor or developed by any Person on behalf of such Grantor; (B) establishing and maintaining in force any agreements with employees and consultants or any written terms of employment, as are customarily used in such Grantor’s industry for the protection of such Intellectual Property; and (C) vigorous enforcement of such Grantor’s rights in any such Intellectual Property.
(iii) In no event shall such Grantor, either itself or through any agent, employee, licensee or designee, file an application for the registration of any Patent or Trademark with the United States Patent and Trademark Office, any Copyright with the United States Copyright Office, or in any similar office or agency of the United States of America, any State thereof or any other country or other foreign jurisdiction unless it promptly informs the Collateral Agent and, upon request of the Collateral Agent, executes and delivers any and all agreements, instruments, documents, and papers as may be reasonably necessary to evidence the Collat...
Covenants Regarding Intellectual Property. (a) The Grantor shall notify the Agent immediately if it knows that any application or registration relating to any Copyright, Patent or Trademark which is material
Covenants Regarding Intellectual Property. (a) Such Canadian Credit Party (either itself or through licensees) will, for each Patent, not do any act, or omit to do any act, whereby any Patent may become invalidated or dedicated to the public, and shall continue to xxxx any products covered by a Patent with the relevant patent number or indication that a Patent is pending as required by the patent laws, unless such Canadian Credit Party shall reasonably and in good faith determine (and notice of such determination shall have been delivered to the Canadian Collateral Agent) that any of the Patent is of negligible economic value to such Canadian Credit Party.
(b) Such Canadian Credit Party (either itself or, if permitted by Law, through its licensees or its sublicensees) will, for each Trademark, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity from non-use, material alteration, naked licensing or genericide, (ii) maintain the quality of products and services offered under such Trademark in a manner substantially consistent with or better than the quality of such products and services as of the date hereof, (iii) display such Trademark with proper notice, including notice of federal registration to the extent permitted by applicable Law, (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights, (v) not permit any assignment in gross of such Trademark, unless such Canadian Credit Party shall reasonably and in good faith determine (and notice of such determination shall have been delivered to the Canadian Collateral Agent) that any of the Trademarks is of negligible economic value to such Canadian Credit Party and (vi) allow the Canadian Collateral Agent and its designees the right, at any time and from time to time, to inspect such Canadian Credit Party's premises and to examine - - and observe such Canadian Credit Party's books, records and operations, including, without limitation, its quality control processes, upon reasonable notice and at such reasonable times and as often as may be reasonably requested.
(c) Such Canadian Credit Party (either itself or through licensees or sublicensees) will, for each work covered by a Copyright material to the conduct of its business, continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice.
(d) Such Canadian Credit Party shall promptly notify the Canadian Collateral Agent if a Responsible Officer knows or has reason to know...
Covenants Regarding Intellectual Property. From and after the date upon which the Accordion Facility is Activated:
(a) Borrower shall notify Lender promptly if it knows or has reason to know that any material application, letters patent or registration relating to any material Patent, material Patent License, material Trademark or material Trademark License of Borrower or any of its Subsidiaries may become abandoned, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court) regarding Borrower's or any of its Subsidiary's ownership of any material Patent or material Trademark, its right to patent or register the same, or to enforce, keep and maintain the same, or its rights under any material Patent License or material Trademark License.
(b) (i) Concurrently with the delivery of the quarterly and annual financial statements of Borrower pursuant to Section 5.1(a) and (b) hereof, Borrower shall provide to Lender and its counsel a complete and correct list of all new Intellectual Property owned by or licensed to Borrower or any of its Subsidiaries with respect to which Lender has not filed a notice of grant of security interest with the United States Patent and Trademark Office or the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, as applicable.
Covenants Regarding Intellectual Property. Without limiting the generality of the foregoing, each Grantor hereby authorizes the Collateral Agent, with prompt notice thereof to the Grantors, to supplement this Agreement by supplementing Schedule IV hereto to specifically identify any asset or item owned by the Grantor that may constitute a registration or application for Copyrights, Patents or Trademarks, as applicable, with the United States Patent and Trademark Office or the United States Copyright Office; provided that any Grantor shall have the right, exercisable within fifteen (15) days after it has been notified by the Collateral Agent of the specific identification of such Collateral, to advise the Collateral Agent in writing of any material inaccuracy of the representations and warranties made by such Grantor hereunder with respect to such Collateral.
Covenants Regarding Intellectual Property. Debtor hereby agrees that, at the reasonable request of Secured Parties, Debtor will perform all acts and execute all documents, including notices of security interest for each relevant type of intellectual property in forms suitable for filing with the Patent and Trademark Office or the Copyright Office, that may be necessary or desirable to record, maintain, preserve, protect and perfect Secured Parties’ interest in the Collateral, the Lien granted to Secured Parties in the Collateral and the first priority of such Lien.
Covenants Regarding Intellectual Property. Each Company hereby agrees:
(a) each Company will perform all acts and execute all documents, including notices of security interest for each relevant type of material registered intellectual property in forms suitable for filing with the Patent and Trademark Office or the Copyright Office, that may be necessary to record, maintain, preserve, protect and perfect the Collateral Agent’s or Secured Parties’ interest in the Collateral, the Lien granted to the Collateral Agent for the benefit of itself and the Secured Parties in the Collateral and the first priority of such Lien.
(b) Except to the extent that the Collateral Agent gives its prior written consent:
(i) such Company will not do any act or omit to do any act whereby any material patent registrations may become abandoned or dedicated to the public domain; and
(ii) such Company will not do any act or omit to do any act whereby any material copyrights or mask works may become abandoned or dedicated to the public domain.
