Covenants Regarding Intellectual Property Clause Samples
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Covenants Regarding Intellectual Property. (i) Without limiting the generality of the foregoing, each Grantor hereby authorizes the Collateral Agent, with notice in connection with the delivery of the financial statements required under Section 6.01(a) and 6.01(b) of the Credit Agreement thereof to the Grantors, to supplement this Agreement by supplementing Schedule 3 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.
(ii) Subject, for the avoidance of doubt, to clause (vi) below, each Grantor agrees to take, at its expense, such reasonable steps as it determines are appropriate in its reasonable business judgment in the United States Patent and Trademark Office (the “USPTO”) or the United States Copyright Office (the “USCO”), and any other governmental authority located in the United States, to (x) maintain any Intellectual Property registered with or applied for registration with the USPTO or USCO (“Registered IP”) consisting of Material Intellectual Property owned by or exclusively licensed pursuant to the license set forth on part (iv) of Schedule 3 to such Grantor in full force and effect, and (y) pursue the maintenance of or prosecution of Registered IP consisting of Material Intellectual Property owned by or exclusively licensed to, now or hereafter included in the Collateral of such Grantor, including, without limitation, the payment of required fees and taxes, the filing of applications for renewal, the filing of affidavits under Sections 8 and 15 or the U.S. Trademark Act and the payment of maintenance fees.
(iii) Subject, for the avoidance of doubt, to clause (vi) below, each Grantor agrees to take, at its expense, such reasonable steps as it determines are appropriate, to enforce and defend any Collateral consisting Material Intellectual Property owned by or exclusively licensed pursuant to the license set forth on part (iv) of Schedule 3 to such Grantor, and no Grantor shall knowingly do or authorize any act or knowingly omi...
Covenants Regarding Intellectual Property. (a) Each Credit Party shall notify the Administrative Agent promptly if it knows that any application, letters patent or registration relating to any material Patent or material Trademark of such Credit Party 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 Credit Party'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) Each Credit Party shall notify the Administrative Agent promptly 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 of such Credit Party or any of its Subsidiaries, whether (i) such material Copyright may become invalid or unenforceable prior to its expiration or termination, or (ii) such Credit Party'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 affected.
(i) Each Credit Party shall promptly notify the Administrative Agent of any filing by such Credit Party or any of its Domestic Subsidiaries, either itself or through any agent, employee, licensee or designee (but in no event later than the fifth Business Day following the last day of the fiscal quarter in which such filing occurs), of any application for registration of any Intellectual Property 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) Concurrently with the delivery of the quarterly and annual financial statements of the Borrower pursuant to Section 5.1(a) and (b) hereof, the Borrower shall provide to the Administrative Agent and its counsel a complete and correct list of all new Intellectual Property owned by or licensed to the Borrower or any of its Domestic Subsidiaries with respect to which the Administrative Agent has not filed a notice of grant of security interest with the United States Patent ...
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 ▇▇▇▇ 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. 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.
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. 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.
(ii) Upon request of Lender, Borrower shall execute and deliver any and all agreements, instruments, documents, and papers as Lender may reasonably request to evidence Lender’s security interest in the Intellectual Property and the general intangibles (including goodwill) related thereto or represented thereby.
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. Except in respect of subparagraphs (a) through (g) below where the failure to do so would not reasonably be expected to have a Material Adverse Effect:
(a) Such Loan Party (either itself or through licensees) will, for each Patent owned or exclusively licensed by such Loan Party, 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 Companies or Patents expiring at the end of their statutory term), and shall take commercially reasonable actions that it determines are necessary in accordance with the exercise of its business discretion to continue to ▇▇▇▇ any products covered by a Patent owned or exclusively licensed by such Loan Party with the relevant patent number or indication that a Patent is pending as required by the Laws applicable to Patents.
(b) Such Loan Party (either itself or, if permitted by Law, through its licensees or its sublicensees) will, for each Trademark owned by such Loan Party 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 Companies, (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) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights, (iv) not permit any assignment in gross of such Trademark and (v) 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 dete...
Covenants Regarding Intellectual Property. Effective as of the Closing Date, Sellers covenant and agree, that Sellers and any owner, officer, director, manager, employee, contractor, investor, lender, or other creditor of the Sellers’ entities or any member, shareholder, owner, affiliate or parent company thereof shall cease using, in any way whatsoever, in connection with any use, and in particular, in connection with operation of any business competitive or potentially competitive to Buyer or any of its affiliates, either directly or indirectly, any of the Transferred Intellectual Property identified in Exhibit A-1, and specifically, the trade name or trade or service mark “Amwaste,” and shall not license, permit or authorize use, either directly or indirectly of the trade name or trade or service mark “Amwaste” or any other Transferred Intellectual Property to any individual or entity not a party to this transaction or to any individual or entity that has any interest in the Sellers’ entities the Dissolved Entities, or an affiliate or parent company thereof, as an owner, officer, director, manager, employee, contractor, investor, lender, or other creditor used in connection with operation of Sellers’ Business.