Common use of Covenants Regarding Intellectual Property Collateral Clause in Contracts

Covenants Regarding Intellectual Property Collateral. (i) Grantor shall notify Secured Party immediately if it knows or has reason to know that any application or registration relating to any material Intellectual Property (now or hereafter existing) may become abandoned or dedicated, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding Grantor's ownership of any material Intellectual Property, its right to register the same, or to keep and maintain the same. (ii) In no event shall Grantor, either directly or through any agent, employee, licensee or designee, file an application for the registration of any Intellectual Property with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency without giving Secured Party prior written notice thereof, and, upon request of Secured Party, Grantor shall execute and deliver any and all Security Agreements as Secured Party may request to evidence Secured Party's lien on such Intellectual Property, and the General Intangibles of Grantor relating thereto or represented thereby. (iii) Grantor shall take all actions necessary or requested by either Secured Party to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of any Intellectual Property (now or hereafter existing), including the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings, unless Grantor shall determine that such Intellectual Property is not material to the conduct of its business. (iv) In the event that any Intellectual Property Collateral is infringed upon, or misappropriated or diluted by a third party, Grantor shall comply with Section 5(a)(ix) of this Security Agreement. Grantor shall, unless it shall reasonably determine that such Intellectual Property Collateral is not material to the conduct of its business or operations, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Secured Party shall deem appropriate under the circumstances to protect such Intellectual Property Collateral.

Covenants Regarding Intellectual Property Collateral. (ia) Grantor Each Borrower shall notify Secured Party Agent immediately if it knows or has reason to know that any application or registration relating to any material Intellectual Property (now or hereafter existing) may become abandoned or dedicated, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding Grantorsuch Borrower's ownership of any material Intellectual Property, its right to register the same, or to keep keep, use and maintain the same. (iib) In no event shall Grantor, either directly or through Promptly after the date on which any agent, employee, licensee or designee, file an application for the registration of Borrower acquires any Intellectual Property with the United States Patent and Trademark OfficeProperty, the United States Copyright Office or any similar office or agency without giving Secured Party prior written notice thereof, and, upon request of Secured Party, Grantor such Borrower shall execute and deliver any and all Security Agreements security agreements with respect to such Intellectual Property as Secured Party Agent may request to evidence Secured PartyAgent's lien on security interest, for the benefit of itself and the Lenders, in such Intellectual Property, and the General Intangibles of Grantor such Borrower relating thereto or represented thereby. (iiic) Grantor Each Borrower shall take all actions necessary or requested by either Secured Party Agent to maintain and pursue each application, to obtain the relevant registration and to maintain the registration with respect to all of any its Intellectual Property (now or hereafter existing), including the filing of applications for renewal, affidavits of use, affidavits of noncontestability non-contestability and opposition and interference and cancellation proceedings, unless Grantor shall determine that such Intellectual Property is not material to the conduct of its business. (ivd) In the event that any of the Intellectual Property Collateral is infringed upon, or misappropriated or diluted by a third party, Grantor each Borrower shall comply with Section 5(a)(ix) of this Security Agreementnotify Agent promptly after such Borrower learns thereof. Grantor shall, unless it Each Borrower shall reasonably determine that such Intellectual Property Collateral is not material to the conduct of its business or operations, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Secured Party Agent shall deem appropriate under the circumstances to protect such Intellectual Property CollateralProperty.

Covenants Regarding Intellectual Property Collateral. (i1) Grantor Each Borrower and each Guarantor shall notify Secured Party the Agent immediately if it knows or has reason to know that any application or registration relating to any material Intellectual Property (now or hereafter existing) may become abandoned or dedicated, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding Grantorsuch Borrower's or such Guarantor's ownership of any material Intellectual Property, its right to register the same, or to keep keep, use and maintain the same. (ii2) In no event shall Grantor, either directly Promptly after the date on which a Borrower or through any agent, employee, licensee or designee, file an application for the registration of Guarantor acquires any Intellectual Property with the United States Patent and Trademark OfficeProperty, the United States Copyright Office such Borrower or any similar office or agency without giving Secured Party prior written notice thereof, and, upon request of Secured Party, Grantor such Guarantor shall execute and deliver any and all Security Agreements Intellectual Property security agreements as Secured Party the Agent may request to evidence Secured Partythe Agent's lien on security interest in such Intellectual Property, and the General Intangibles of Grantor such Borrower or such Guarantor relating thereto or represented thereby. (iii3) Grantor Each Borrower and each Guarantor shall take all actions necessary or requested by either Secured Party the Agent to maintain and pursue each application, to obtain the relevant registration and to maintain the registration with respect to all of any its Intellectual Property (now or hereafter existing), including the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings, unless Grantor shall determine that such Intellectual Property is not material to the conduct of its business. (iv4) In the event that any of the Intellectual Property Collateral is infringed upon, or misappropriated or diluted by a third party, Grantor the Borrowers and the Guarantors shall comply with Section 5(a)(ix) of this Security Agreementnotify the Agent promptly after a Borrower or a Guarantor learns thereof. Grantor shall, unless it Each Borrower and each Guarantor shall reasonably determine that such Intellectual Property Collateral is not material to the conduct of its business or operations, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Secured Party the Agent shall deem appropriate under the circumstances to protect such Intellectual Property Collateral.

Covenants Regarding Intellectual Property Collateral. (ia) Grantor Borrower shall notify Secured Party Agent immediately if it knows or has reason to know that any application or registration relating to any material Intellectual Property registered with a Governmental Authority in the United States of America (now or hereafter existing) may become abandoned or dedicatedabandoned, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding GrantorBorrower's ownership of any material Intellectual PropertyProperty registered with a Governmental Authority in the United States of America, its right to register the same, same or to keep keep, use and maintain the same, except where any such event shall not have a Materially Adverse Effect (provided, however, anything that affects any Intellectual Property which includes the name "Xxxxxxxx'x" shall be deemed to have a Materially Adverse Effect). (iib) In no event shall Grantor, either directly or through Promptly after the date on which Borrower registers with any agent, employee, licensee or designee, file an application for the registration of any Intellectual Property with Governmental Authority in the United States Patent and Trademark Officeof America any Intellectual Property, the United States Copyright Office or any similar office or agency without giving Secured Party prior written notice thereof, and, upon request of Secured Party, Grantor Borrower shall execute and deliver any and all Security Agreements security agreements with respect to such Intellectual Property as Secured Party Agent may request to evidence Secured PartyAgent's lien on security interest, for the benefit of itself and the Lenders, in such Intellectual Property, and the General Intangibles of Grantor Borrower relating thereto or represented thereby. (iiic) Grantor Borrower shall take all actions necessary or requested by either Secured Party to maintain and pursue each application, to obtain the relevant registration and Agent (i) to maintain the registration with respect to all of any its Intellectual Property registered with a Governmental Authority in the United States of America (now or hereafter existing), including including, if applicable, the filing of applications for renewal, affidavits of use, affidavits of noncontestability non-contestability and opposition and interference and cancellation proceedings, unless Grantor shall determine that any such Intellectual Property is not material no longer used or useful in Borrower's business and (ii) to ensure that none of the conduct Intellectual Property is subject to any licensing agreement or similar arrangement except as permitted under SECTION 9.3 of its businessthis Agreement. (ivd) In the event that any of the Intellectual Property Collateral that is registered with a Governmental Authority in the United States of America is infringed upon, or misappropriated or diluted by a third party, Grantor Borrower shall comply with Section 5(a)(ix) of this Security Agreement. Grantor shall, unless it shall reasonably determine that such Intellectual Property Collateral is not material to the conduct of its business or operations, notify Agent promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Secured Party shall deem appropriate under the circumstances to protect such Intellectual Property Collateralafter Borrower learns thereof.

Covenants Regarding Intellectual Property Collateral. (i) Each Grantor shall notify Secured Party Agent immediately if it knows or has reason to know that any application or registration relating to any Trademark which is material Intellectual Property (now or hereafter existing) to the conduct of such Grantor's business may become abandoned or dedicated, or of any adverse determination or development (including 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 such Grantor's ownership of any Patent or Trademark which is material Intellectual Propertyto the conduct of such Grantor's business, its right to register the same, or to keep and maintain the same. (ii) In no event shall any Grantor, either directly itself or through any agent, employee, licensee or designee, file an application for the registration of any Intellectual Property Trademark with the United States Patent and or Trademark Office, the United States Copyright Office or any similar office or agency without giving Secured Party prior written notice thereof, and, upon request of Secured Party, Grantor shall execute and deliver any and all Security Agreements as Secured Party may request to evidence Secured Party's lien on such Intellectual Property, and the General Intangibles of Grantor relating thereto or represented thereby.similar (iii) Each Grantor shall will take all necessary and appropriate actions necessary or requested by either Secured Party to maintain and pursue each application, to obtain the relevant registration registration, and to maintain the registration of any Intellectual Property (now or hereafter existing)each of the Trademarks which are material to the conduct of such Grantor's business, including including, without limitation, the filing of applications for renewal, affidavits of use, affidavits of noncontestability incontestability and opposition and interference and cancellation proceedings, unless Grantor shall determine that such Intellectual Property is not material to the conduct of its business. (iv) In the event that any of the Intellectual Property Collateral is infringed uponinfringed, or misappropriated or diluted by a third party, the applicable Grantor shall comply with Section 5(a)(ix) of this Security Agreement. Grantor notify Agent promptly after it learns thereof and shall, unless it such Grantor shall reasonably determine that such Intellectual Property Collateral is not material to the conduct of its business or operationssuch Grantor's business, promptly sue xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Secured Party such Grantor shall reasonably deem appropriate under the circumstances to protect such Intellectual Property Collateral.

Covenants Regarding Intellectual Property Collateral. (i) Such Grantor shall notify Secured Party Lender immediately if it knows or has reason to know that any application or registration relating to any Trademark which is material Intellectual Property (now or hereafter existing) to the conduct of such Grantor's business may become abandoned or dedicated, or of any adverse determination or development (including 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 such Grantor's ownership of any Trademark which is material Intellectual Propertyto the conduct of such Grantor's business, its right to register the same, or to keep and maintain the same. (ii) In no event shall such Grantor, either directly itself or through any agent, employee, licensee or designee, file an application for the registration of any Intellectual Property Trademark with the United States Patent and or Trademark Office, the United States Copyright Office or any similar office or agency without giving Secured Party prior written notice in any other country or any political subdivision thereof, unless it promptly informs Lender, and, upon request of Secured PartyLender, Grantor shall execute executes and deliver delivers any and all Security Agreements agreements, instruments, documents, and papers as Secured Party Lender may request to evidence Secured PartyLender's lien on security interest in such Intellectual Property, Trademark and the General Intangibles Intangibles, including, without limitation, the goodwill of Grantor such Grantor, relating thereto or represented thereby. (iii) Such Grantor shall will take all actions necessary or requested by either Secured Party and appropriate actions, including, without limitation, in any proceeding before the United States Patent and Trademark Office, to maintain and pursue each application, application (and to obtain the relevant registration registration) and to maintain the each registration of any Intellectual Property (now or hereafter existing)the Trademarks which are material to the conduct of such Grantor's business, including the including, without limitation, filing of applications for renewal, affidavits of use, affidavits of noncontestability incontestability and opposition and interference and cancellation proceedings, unless Grantor shall determine that such Intellectual Property is not material to the conduct of its business. (iv) In the event that any of the Intellectual Property Collateral is infringed uponinfringed, or misappropriated or diluted by a third party, such Grantor shall comply with Section 5(a)(ix) of this Security Agreement. Grantor notify Lender promptly after it learns thereof and shall, unless it such Grantor shall reasonably determine that such Intellectual Property Collateral is not material to the conduct of its business or operationssuch Grantor's business, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Secured Party such Grantor shall reasonably deem appropriate under the circumstances to protect such Intellectual Property Collateral.