Debtor’s Covenants. Debtor hereby covenants and agrees with Secured Party that Debtor will: (a) Defend the Collateral against all claims and demands of all persons at any time claiming any interest therein. (b) Provide Secured Party, at least fifteen (15) business days prior to occurrence, with written notice of (i) any change in Debtor's chief executive office or the office where Debtor maintains its books and records pertaining to the Customer Receivables, (ii) the movement or location of Collateral to or at any address other than as set forth in said EXHIBIT C, and (iii) any event or occurrence which would render any warranty or information contained in EXHIBIT C OR D hereto inaccurate or incomplete. (c) Immediately notify Secured Party of any event causing a substantial loss or diminution in the value of all or any material part of the Collateral and the amount or an estimate of the amount of such loss or diminution. (d) Not sell or offer to sell or otherwise assign, transfer, encumber, grant a security interest in, or dispose of the Collateral or any interest therein, without Secured Party's prior written consent; PROVIDED, HOWEVER, that Debtor may sell finished goods inventory, if any, in the ordinary course of its business. (e) Except as otherwise permitted by the Loan Agreement, keep the Collateral free from any adverse lien, security interest or encumbrance and in good order and repair, reasonable wear and tear excepted, and not waste or destroy the Collateral or any part thereof. (f) Not use the Collateral in violation of applicable law or of any policy of insurance applicable thereto. (g) Not change its corporate name, identity, structure or state of organization or formation without Secured Party's prior written consent. (h) At Secured Party's request, execute, acknowledge and deliver such further documents and instruments as Secured Party may from time to time reasonably request or require to confirm Secured Party's Security Interests in and to any patent, trademark or service xxxx, and any registrations or applications for same. (i) Promptly pay any and all taxes, assessments and governmental charges upon the Collateral prior to the date penalties are attached thereto, except to the extent that such taxes, assessments and charges shall be contested in good faith by Debtor, adequate reserves have been set aside therefor, and payment of such contested taxes made prior to the institution of any enforcement proceeding which could adversely affect the Security Interests or the Collateral. (j) Have and maintain insurance at all times with respect to the Tangible Collateral against risks of fire (including so-called extended coverage) and theft, and such other risks as Secured Party may reasonably require in writing, containing such terms, in such form, in such amounts, for such periods, and written by such companies as may be reasonably satisfactory to Secured Party, such insurance to name Secured Party as "additional insured" and "loss payee" thereunder and to be payable to Secured Party and Debtor as their respective interests may appear pursuant to Loss Payable Endorsements in form acceptable to Secured Party. All policies of insurance shall provide for thirty (30) days' prior written notice to Secured Party of cancellation or material amendment of the policies, and Debtor shall furnish Secured Party with certificates or other evidence satisfactory to Secured Party of compliance with the foregoing insurance provisions. Debtor shall notify Secured Party of any material change in the insurance maintained with respect to the Tangible Collateral and shall furnish Secured Party satisfactory evidence of any such change. Without limiting any other remedies available to Secured Party, in the event Debtor shall default in the performance of its obligations under this paragraph (j), Secured Party, at its option, may effect such insurance coverage with an insurer acceptable to Secured Party and add the premium(s) paid therefor to the Obligations secured hereby, and the amount of such premium(s) shall be payable by Debtor on demand with interest thereon at the highest rate payable under the agreements evidencing the Obligations. (k) Take such steps as the Secured Party may reasonably request for Secured Party (i) to obtain an acknowledgement, in form and substance satisfactory to Secured Party, of any bailee having possession of any of the Collateral that the bailee holds such Collateral for Secured Party, (ii) to obtain "control" of any investment property, deposit accounts, letter-of-credit rights or electronic chattel paper (as such terms are defined in Article 9 of the UCC) with any agreements establishing control to be in form and substance satisfactory to Secured Party, and (iii) otherwise to insure the continued perfection and priority of Secured Party's security interest in the Collateral and of the preservation of its rights therein. (l) Debtor shall perform all acts and execute all documents, including, without limitation, assignments for security in form suitable for filing with the United States Patent and Trademark Office and the United States Copyright Office and in any other jurisdiction where any of the patents, applications for patents, trademarks, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designs are registered, requested by Secured Party at any time to evidence, perfect and maintain the security interest in the Collateral granted hereunder and, to the extent permitted by law, Debtor hereby authorizes Secured Party to execute and file one or more financing statements (and similar documents) or copies thereof or of this Agreement with respect to the Collateral. (m) Except to the extent that Secured Party shall consent, Debtor (either itself or through licensees) shall maintain all of the patents, applications for patents, trademarks, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designs in full force and effect in the jurisdictions in which the any of the patents, applications for patents, trademarks, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designs are currently in effect, free from any claim of abandonment for non-use and Debtor shall not (and shall not permit any licensee thereof to) do any act or knowingly omit to do any act whereby any of the patents, applications for patents, trademarks, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designs may or shall become invalidated. (n) In no event shall Debtor, either itself or through any agent, employee, licensee or designee, file an application for the registration of any of the patents, applications for patents, trademarks, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designs covered hereby with the United States Patent and Trademark Office or in any other jurisdiction, file an application for the registration of any of the copyrights covered hereby with the United States Copyright Office or in any other jurisdiction, or grant or assign to any party a license to use any of the patents, applications for patents, trademarks, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designs, unless it first informs Secured Party, and, upon request of Secured Party, executes and delivers any and all assignments, agreements, instruments, documents and papers as Secured Party requests to evidence Secured Party's interest in the patents, applications for patents, trademarks, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designs and the goodwill relating thereto or represented thereby and, to the extent permitted by law, Debtor hereby constitutes 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 Obligations are paid in full. (o) Debtor shall take all steps necessary in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office, to maintain each application and registration of any of the patents, applications for patents, trademarks, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designs in Debtor's name, including, without limitation, filing of renewals, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings. (p) Debtor shall use consistent standards of quality in its manufacture of products sold under any of the patents, applications for patents, trademarks, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designs.
Appears in 2 contracts
Samples: Security Agreement (Markland Technologies Inc), Security Agreement (Markland Technologies Inc)
Debtor’s Covenants. Debtor hereby covenants and agrees with Secured Party that Debtor willas follows:
(a) Defend The Collateral shall not be misused, wasted or allowed to deteriorate, except for the Collateral against all claims ordinary wear and demands of all persons at any time claiming any interest thereintear resulting from its use or damage resulting from a casualty.
(b) Provide Secured Party, at least fifteen (15) business days prior to occurrence, with written notice of (i) any change in Debtor's chief executive office or the office where Debtor maintains its books and records pertaining to the Customer Receivables, (ii) the movement or location of The Collateral to or at any address other than as set forth in said EXHIBIT C, and (iii) any event or occurrence which would render any warranty or information contained in EXHIBIT C OR D hereto inaccurate or incomplete.
(c) Immediately notify Secured Party of any event causing a substantial loss or diminution in the value of all or any material part of the Collateral and the amount or an estimate of the amount of such loss or diminution.
(d) Not sell or offer to sell or otherwise assign, transfer, encumber, grant a security interest in, or dispose of the Collateral or any interest therein, without Secured Party's prior written consent; PROVIDED, HOWEVER, that Debtor may sell finished goods inventory, if any, in the ordinary course of its business.
(e) Except as otherwise permitted by the Loan Agreement, keep the Collateral free from any adverse lien, security interest or encumbrance and in good order and repair, reasonable wear and tear excepted, and not waste or destroy the Collateral or any part thereof.
(f) Not use the Collateral in violation of applicable law or of any policy of insurance applicable thereto.
(g) Not change its corporate name, identity, structure or state of organization or formation without Secured Party's prior written consent.
(h) At Secured Party's request, execute, acknowledge and deliver such further documents and instruments as Secured Party may from time to time reasonably request or require to confirm Secured Party's Security Interests in and to any patent, trademark or service xxxx, and any registrations or applications for same.
(i) Promptly pay any and all taxes, assessments and governmental charges upon the Collateral prior to the date penalties are attached thereto, except to the extent that such taxes, assessments and charges shall be contested in good faith by Debtor, adequate reserves have been set aside therefor, and payment of such contested taxes made prior to the institution of any enforcement proceeding which could adversely affect the Security Interests or the Collateral.
(j) Have and maintain insurance at all times with respect to the Tangible Collateral be insured against risks of fire (including so-called extended coverage) and loss, damage, theft, and such other risks as Secured Party may reasonably require in writing, containing such terms, in such form, in such amounts, with such companies, under such policies, in such form and for such periods, and written by such companies periods as may shall be reasonably satisfactory to Secured Party, such insurance to name Secured Party as "additional insured" and "each policy shall provide that the loss payee" thereunder and to the proceeds payable thereunder shall be payable to Secured Party as its interest may appear.
(c) The Collateral shall not be used in violation of any applicable law or regulation.
(d) Debtor shall not sell, transfer, lease or otherwise dispose of any of the Collateral or any interest therein or offer to do so other than in the ordinary course of Debtor's business without the prior written consent of Secured Party, or permit anything to be done that may impair the value of any of the Collateral or the security intended to be afforded by this Agreement.
(e) Debtor shall pay promptly when due all taxes and assessments upon the Collateral or for its use or operation.
(f) Debtor shall sign and execute alone or with Secured Party any financing statement or other document or procure any documents and pay all costs, expenses and fees, including reasonable attorneys' fees, necessary to protect the security interest under this Agreement against the rights, interests or claims of third persons.
(g) Debtor shall reimburse Secured Party for all costs, expenses and fees, including, without limitation, court costs and reasonable attorneys' fees, incurred by or for Secured Party for any action taken by or for Secured Party to remedy an Event of Default (as their respective interests may appear pursuant to Loss Payable Endorsements defined below), together with interest thereon at the Default Rate (as defined in form acceptable the Loan Agreement) from the date incurred by Secured Party until repaid to Secured Party. All policies of insurance .
(h) Debtor shall provide for thirty (30i) days' prior written notice from time to time promptly execute and deliver to Secured Party all such other assignments, certificates, supplemental writings, and financing statements, and do all other reasonable acts or things as Secured Party may request in order to more fully evidence and perfect the security interest created herein; (ii) punctually and properly perform all of cancellation or material amendment its agreements and obligations under the Loan Agreement and the Note; (iii) pay the indebtedness secured hereby in accordance with the terms of the policies, Loan Agreement and Debtor shall the Note; (iv) promptly furnish Secured Party with certificates any information or other evidence satisfactory to writings which Secured Party may reasonably request concerning the Collateral; (v) allow Secured Party to inspect all records of compliance Debtor relating to the Collateral, the Obligations and the business and operation of Debtor with respect to the foregoing insurance provisions. Debtor shall Collateral, and to make and take away copies of such records; (vi) promptly notify Secured Party of any material adverse change in any facts or circumstances warranted or represented by Debtor in this Agreement or in any other writing furnished by Debtor to Secured Party in connection with the insurance maintained with respect Collateral, the Obligations or the business and operation of Debtor or the Collateral; (vii) promptly notify Secured Party of any claim, action or proceeding affecting title to the Tangible Collateral and shall furnish Secured Party satisfactory evidence Collateral, or any part thereof, or the security interest created herein, and, at the request of any such change. Without limiting any other remedies available to Secured Party, appear in the event Debtor shall default in the performance of its obligations under this paragraph and defend, at Debtor's expense, any such action or proceeding; and (j)viii) promptly, after being requested by Secured Party, at its option, may effect such insurance coverage with an insurer acceptable pay to Secured Party and add the premium(s) paid therefor to the Obligations secured hereby, and the amount of such premium(s) shall be payable all expenses, including reasonable attorneys' fees and other legal expenses, incurred by Debtor on demand Secured Party in enforcing the security interest created herein, together with interest thereon at the highest rate payable under Default Rate from the agreements evidencing date incurred by Secured Party until the Obligationsdate repaid to Secured Party.
(i) Debtor shall not, without the prior written consent of Secured Party, create any other security interest in, mortgage, pledge, or otherwise encumber the Collateral, or any part thereof, or permit the same to be or become subject to any lien, attachment, execution, sequestration, other legal or equitable process, or any encumbrance of any kind or character.
(j) Should any part of the Collateral ever be in any manner converted by its issuer or maker into another type of property or any money or other proceeds ever be paid or delivered to Debtor as a result of Debtor's rights in the Collateral, then all such property, money and other proceeds shall become part of the Collateral, and Debtor covenants to forthwith pay or deliver to Secured Party all of the same which is susceptible of delivery and, at the same time, if Secured Party deems it necessary and so requests, Debtor will properly endorse or assign the same (provided that if no Event of Default then exists, Debtor shall not be required to deliver to Secured Party cash received in satisfaction of an account receivable, provided further that nothing in this clause is intended to affect or otherwise restrict the security interest granted to Secured Party in the proceeds of all Collateral). With respect to any of such property of a kind requiring any additional security agreement, financing statement or other writing to perfect a security interest therein in favor of Secured Party, Debtor will forthwith execute and deliver to Secured Party whatever Secured Party shall deem necessary or proper for such purpose.
(k) Take such steps as the Should any covenant, duty or agreement of Debtor fail to be performed in accordance with its terms hereunder, Secured Party may reasonably request for may, but shall never be obligated to, perform or attempt to perform such covenant, duty or agreement on behalf of Debtor, and any amount expended by Secured Party (i) in such performance or attempted performance shall become a part of the indebtedness secured hereby, and, upon demand of Secured Party, Debtor agrees to obtain an acknowledgement, in form and substance satisfactory pay such amount promptly to Secured Party, together with interest thereon at the Default Rate from the date of any bailee having possession of any of the Collateral that the bailee holds such Collateral for expenditure by Secured Party, (ii) to obtain "control" of any investment property, deposit accounts, letter-of-credit rights or electronic chattel paper (as such terms are defined in Article 9 of the UCC) with any agreements establishing control to be in form and substance satisfactory Party until repaid to Secured Party, and (iii) otherwise to insure the continued perfection and priority of Secured Party's security interest in the Collateral and of the preservation of its rights therein.
(l) Debtor shall perform all acts and execute all documents, including, without limitation, assignments for security in form suitable for filing with the United States Patent and Trademark Office and the United States Copyright Office and in any other jurisdiction where any of the patents, applications for patents, trademarks, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designs are registered, requested by Secured Party at any time to evidence, perfect and maintain the security interest in the Collateral granted hereunder and, to the extent permitted by law, Debtor hereby authorizes Secured Party to execute and file one or more financing statements (and similar documents) or copies thereof or of this Agreement with respect to the Collateral.
(m) Except to the extent that Secured Party shall consent, Debtor (either itself or through licensees) shall maintain all of the patents, applications for patents, trademarks, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designs in full force and effect in the jurisdictions in which the any of the patents, applications for patents, trademarks, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designs are currently in effect, free from any claim of abandonment for non-use and Debtor shall not (and shall not permit any licensee thereof to) do any act or knowingly omit to do any act whereby any of the patents, applications for patents, trademarks, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designs may or shall become invalidated.
(n) In no event shall Debtor, either itself or through any agent, employee, licensee or designee, file an application for the registration of any of the patents, applications for patents, trademarks, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designs covered hereby with the United States Patent and Trademark Office or in any other jurisdiction, file an application for the registration of any of the copyrights covered hereby with the United States Copyright Office or in any other jurisdiction, or grant or assign to any party a license to use any of the patents, applications for patents, trademarks, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designs, unless it first informs Secured Party, and, upon request of Secured Party, executes and delivers any and all assignments, agreements, instruments, documents and papers as Secured Party requests to evidence Secured Party's interest in the patents, applications for patents, trademarks, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designs and the goodwill relating thereto or represented thereby and, to the extent permitted by law, Debtor hereby constitutes 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 Obligations are paid in full.
(o) Debtor shall take all steps necessary in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office, to maintain each application and registration of any of the patents, applications for patents, trademarks, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designs in Debtor's name, including, without limitation, filing of renewals, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings.
(p) Debtor shall use consistent standards of quality in its manufacture of products sold under any of the patents, applications for patents, trademarks, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designs.
Appears in 1 contract
Debtor’s Covenants. Debtor hereby covenants and agrees with promises:
a. To pay the Obligations to Secured Party when they are due.
b. To pay on demand all out of pocket expenses, including attorneys’ fees and costs, incurred by Secured Party in the perfection, preservation, realization, enforcement, and exercise of its rights under this Agreement; provided that Secured Party shall be responsible for filing the UCC-1 Financing Statement in Subsidiary’s US State of formation.
c. To defend, indemnify, and hold harmless Secured Party and the officers, directors, employees and representatives of the Secured Party (collectively, “Indemnitees”) harmless against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs (including settlement costs), disbursements and out-of-pocket fees and expenses (including the fees, charges and disbursements of any counsel), joint or several, of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted or awarded against any Indemnitee in any way relating to or arising out of or in connection with or by reason of any actual or prospective claim, litigation, investigation or proceeding in any way relating to, arising out of, in connection with or by reason of any of the following, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, litigation or proceeding), whether or not such Indemnitee shall be designated a party thereto and including any such proceeding initiated by or on behalf of Secured Party: (x) the execution, delivery, enforcement, performance or administration of this Agreement or the Promissory Note or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) or the consummation of the transactions contemplated thereby or (y) the use or proposed use of the proceeds thereof; provided that such indemnity shall not, as to Secured Party, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, fees and expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of Secured Party. Notwithstanding any contrary provision in this Agreement, the obligations of Debtor will:under this Section 3(c) shall survive the payment in full of the Obligations and the termination of this Agreement.
d. To pay all of Debtor’s debts, obligations, and taxes when due, except, in each case, to the extent any such tax is being contested in good faith and by appropriate proceedings for which appropriate reserves have been established in accordance with GAAP.
e. Not to change the place of business from the one currently in use, without providing prior written notice to Secured Party.
f. Not to sell, transfer, or otherwise dispose of the Collateral, Grain Inventory or Finished Inventory except for sales of Grain Inventory and Finished Inventory in the ordinary course of business.
g. To permit Secured Party, its representatives, and its agents to inspect the Collateral, and to make copies of records pertaining to it, at reasonable times during normal business hours upon reasonable advance notice to Debtor.
h. Other than the sale of the Grain Inventory and the Finished Inventory in the ordinary course of business, not move the Collateral, the Grain Inventory or the Finished Inventory without providing at least ten (a10) Defend Business Days’ prior written notice to Secured Party; provided, however, if Debtor desires to create or move the Collateral to a location outside of the United States of America, Debtor shall take the actions set forth in Section 3(j) below prior to moving such Collateral.
i. To notify Secured Party promptly in writing of any Default or Event of Default.
j. To execute and deliver to Secured Party all financing statements and other documents that Secured Party may request, in order to maintain a perfected security interest in the Collateral as described in Section 2, including, without limitation, any UCC-1 financing statements necessary to perfect a security interest in all Collateral acquired by Debtor after the Closing as described in Section 2.
k. To keep the Collateral free and clear of all Liens other than Permitted Liens.
l. To defend the Collateral against all claims and or demands of all persons at any time claiming any interest therein.
(b) Provide Persons other than Secured Party that may affect its title or Secured Party, at least fifteen (15) business days prior to occurrence, with written notice of (i) any change ’s interest in Debtor's chief executive office or the office where Debtor maintains its books and records pertaining to the Customer Receivables, (ii) the movement or location of Collateral to or at any address other than as set forth in said EXHIBIT C, and (iii) any event or occurrence which would render any warranty or information contained in EXHIBIT C OR D hereto inaccurate or incomplete.
(c) Immediately notify Secured Party of any event causing a substantial loss or diminution in the value of all or any material part of the Collateral and the amount or an estimate of the amount of such loss or diminution.
(d) Not sell or offer to sell or otherwise assign, transfer, encumber, grant a security interest in, or dispose of the Collateral or any interest therein, without Secured Party's prior written consent; PROVIDED, HOWEVER, that Debtor may sell finished goods inventory, if any, in the ordinary course of its business.
(e) Except as otherwise permitted by the Loan Agreement, keep the Collateral free from any adverse lien, security interest or encumbrance and in good order and repair, reasonable wear and tear excepted, and not waste or destroy the Collateral or any part thereof.
(f) Not use the Collateral in violation of applicable law or of any policy of insurance applicable thereto.
(g) Not change its corporate name, identity, structure or state of organization or formation without Secured Party's prior written consent.
(h) At Secured Party's request, execute, acknowledge and deliver such further documents and instruments as Secured Party may from time to time reasonably request or require to confirm Secured Party's Security Interests in and to any patent, trademark or service xxxx, and any registrations or applications for same.
(i) Promptly pay any and all taxes, assessments and governmental charges upon the Collateral prior to the date penalties are attached thereto, except to the extent that such taxes, assessments and charges shall be contested in good faith by Debtor, adequate reserves have been set aside therefor, and payment of such contested taxes made prior to the institution of any enforcement proceeding which could adversely affect the Security Interests or the Collateral.
(j) Have and maintain insurance at all times with respect to the Tangible Collateral against risks of fire (including so-called extended coverage) and theft, and such other risks as Secured Party may reasonably require in writing, containing such terms, in such form, in such amounts, for such periods, and written by such companies as may be reasonably satisfactory m. To deliver to Secured Party, such insurance to name upon request, the originals of all instruments and documents constituting Collateral, endorsed and assigned as Secured Party as "additional insured" and "loss payee" thereunder and reasonably requests.
n. Not allow any Grain Inventory or Finished Inventory to be payable to Secured Party and Debtor as their respective interests may appear pursuant to Loss Payable Endorsements in form acceptable to Secured Party. All policies the possession or control of insurance shall provide for thirty (30) days' any warehouse, consignee or bailee without prior written notice to Secured Party of cancellation or material amendment of and the policiesreceipt by Secured Party, and Debtor shall furnish if Secured Party with certificates has so requested, of warehouse receipts, consignment agreements or other evidence bailee lien waivers (as applicable) reasonably satisfactory to Secured Party prior to the commencement of compliance with the foregoing insurance provisionssuch possession or control. Debtor shall notify Secured Party shall, upon the request of any material change in the insurance maintained with respect to the Tangible Collateral and shall furnish Secured Party satisfactory evidence of any such change. Without limiting any other remedies available to Secured Party, notify any such warehouse, consignee, bailee, agent or processor of the security interests and Liens in the event Debtor shall default in the performance favor of its obligations under this paragraph (j), Secured Party, at its option, may effect such insurance coverage with an insurer acceptable to Secured Party and add the premium(s) paid therefor created pursuant to the Obligations secured herebythis Agreement, and the amount of instruct such premium(s) shall be payable by Debtor on demand with interest thereon at the highest rate payable under the agreements evidencing the Obligations.
(k) Take such steps as the Secured Party may reasonably request for Secured Party (i) Person to obtain an acknowledgement, in form and substance satisfactory to Secured Party, of any bailee having possession of any of the Collateral that the bailee holds hold all such Collateral for Secured Party, (ii) to obtain "control" of any investment property, deposit accounts, letter-of-credit rights or electronic chattel paper (as such terms are defined in Article 9 of the UCC) with any agreements establishing control to be in form and substance satisfactory ’s account subject to Secured Party’s instructions and shall use commercially reasonable efforts, and (iii) otherwise to insure the continued perfection and priority of at Secured Party's security interest in ’s written request, to obtain an access agreement or other acknowledgement from such Person that such Person holds the Collateral and of the preservation of its rights therein.
(l) Debtor shall perform all acts and execute all documents, including, without limitation, assignments for security in form suitable for filing with the United States Patent and Trademark Office and the United States Copyright Office and in any other jurisdiction where any of the patents, applications for patents, trademarks, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designs are registered, requested by Secured Party at any time to evidence, perfect and maintain the security interest in the Collateral granted hereunder and, to the extent permitted by law, Debtor hereby authorizes Secured Party to execute and file one or more financing statements (and similar documents) or copies thereof or of this Agreement with respect to the Collateral.
(m) Except to the extent that Secured Party shall consent, Debtor (either itself or through licensees) shall maintain all of the patents, applications for patents, trademarks, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designs in full force and effect in the jurisdictions in which the any of the patents, applications for patents, trademarks, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designs are currently in effect, free from any claim of abandonment for non-use and Debtor shall not (and shall not permit any licensee thereof to) do any act or knowingly omit to do any act whereby any of the patents, applications for patents, trademarks, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designs may or shall become invalidated.
(n) In no event shall Debtor, either itself or through any agent, employee, licensee or designee, file an application for the registration of any of the patents, applications for patents, trademarks, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designs covered hereby with the United States Patent and Trademark Office or in any other jurisdiction, file an application for the registration of any of the copyrights covered hereby with the United States Copyright Office or in any other jurisdiction, or grant or assign to any party a license to use any of the patents, applications for patents, trademarks, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designs, unless it first informs Secured Party, and, upon request of Secured Party, executes and delivers any and all assignments, agreements, instruments, documents and papers as Secured Party requests to evidence Secured Party's interest in the patents, applications for patents, trademarks, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designs and the goodwill relating thereto or represented thereby and, to the extent permitted by law, Debtor hereby constitutes 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 Obligations are paid in full’s benefit.
(o) Debtor shall take all steps necessary in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office, to maintain each application and registration of any of the patents, applications for patents, trademarks, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designs in Debtor's name, including, without limitation, filing of renewals, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings.
(p) Debtor shall use consistent standards of quality in its manufacture of products sold under any of the patents, applications for patents, trademarks, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designs.
Appears in 1 contract
Debtor’s Covenants. Debtor hereby covenants and agrees with Secured Party that Debtor will:
(a) Defend the Collateral against all claims and demands of all persons at any time claiming any interest thereintherein (other than the parties holding liens permitted by the Loan Agreement to secure indebtedness permitted by the Loan Agreement).
(b) Provide Secured Party, at least fifteen (15) business days prior to occurrence, with written notice of (i) any change in Debtor's chief executive office or the office where Debtor maintains its books and records pertaining to the Customer Receivables, (ii) the movement or location of Collateral to or at any address other than as set forth in said EXHIBIT Exhibit C, and (iii) any event or occurrence which would render any material warranty or information contained in EXHIBIT Exhibit C OR or D hereto inaccurate or incomplete.
(c) Immediately Promptly notify Secured Party of any event causing a substantial loss or diminution in the value of all or any material part of the Collateral and the amount or an estimate of the amount of such loss or diminution.
(d) Not Except as otherwise permitted by the Loan Agreement and Section 27 hereof, not sell or offer to sell or otherwise assign, transfer, encumber, grant a security interest in, transfer or dispose of the Collateral or any interest therein, without Secured Party's prior written consent; PROVIDEDprovided, HOWEVERhowever, that Debtor may sell finished goods inventory, if any, in the ordinary course of its business, may enter into licenses of its intellectual property in the ordinary course of its business, and may sell equipment having an aggregate value not to exceed $200,000 in any calendar year.
(e) Except as otherwise permitted by the Loan Agreement, keep the Collateral free from any adverse lien, security interest or encumbrance and in good order and repair, reasonable wear and tear excepted, and not waste or destroy the Collateral or any part thereof.
(f) Not use the Collateral in violation of applicable law or of any policy of insurance applicable thereto.
(g) Not change its corporate name, identity, structure or state of organization or formation without at least thirty (30) days prior written notice to Secured Party's prior written consent.
(h) At Secured Party's request, execute, acknowledge and deliver such further documents and instruments as Secured Party may from time to time reasonably request or require to confirm Secured Party's Security Interests in and to any patent, trademark or service xxxx, and any registrations or applications for same.
(i) Promptly pay any and all taxes, assessments and governmental charges upon the Collateral prior to the date penalties are attached thereto, except to the extent that such taxes, assessments and charges shall be contested in good faith by Debtor, adequate reserves have been set aside therefor, and payment of such contested taxes made prior to the institution of any enforcement proceeding which could adversely affect the Security Interests or the Collateral.
(j) Have and maintain insurance at all times with respect to the Tangible Collateral against risks of fire (including so-called extended coverage) and theft, and such other risks as Secured Party may reasonably require in writing, containing such terms, in such form, in such amounts, for such periods, and written by such companies as may be reasonably satisfactory to Secured Party, such insurance to name Secured Party as "additional insured" and "loss payeemortgagee" thereunder and to be payable to Secured Party and Debtor as their respective interests may appear pursuant to Loss Payable Endorsements in form acceptable to Secured Party. All policies of insurance shall provide for thirty (30) days' prior written notice to Secured Party of cancellation or material amendment of the policies, and Debtor shall furnish Secured Party with certificates or other evidence satisfactory to Secured Party of compliance with the foregoing insurance provisions. Debtor shall notify Secured Party of any material change in the insurance maintained with respect to the Tangible Collateral and shall furnish Secured Party satisfactory evidence of any such change. Without limiting any other remedies available to Secured Party, in the event Debtor shall default in the performance of its obligations under this paragraph (j), Secured Party, at its option, may effect such insurance coverage with an insurer acceptable to Secured Party and add the premium(s) paid therefor to the Obligations secured hereby, and the amount of such premium(s) shall be payable by Debtor on demand with interest thereon at the highest rate payable under the agreements evidencing the Obligations.
(k) Take such steps as the Secured Party may reasonably request for Secured Party (i) to obtain an acknowledgement, in form and substance satisfactory to Secured Party, of any bailee having possession of any of the Collateral that the bailee holds such Collateral for Secured Party, (ii) to obtain "control" of any investment property, deposit accounts, letter-of-credit rights or electronic chattel paper (as such terms are defined in Article 9 of the UCC) with any agreements establishing control to be in form and substance reasonably satisfactory to Secured Party, and (iii) otherwise to insure the continued perfection and priority of Secured Party's security interest in the Collateral and of the preservation of its rights therein.
(l) Debtor shall perform all acts and execute all documents, including, without limitation, assignments for security in form suitable for filing with the United States Patent and Trademark Office and the United States Copyright Office and in any other jurisdiction where any of the patents, applications for patents, trademarks, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designs are registered, requested by Secured Party at any time to evidence, perfect and maintain the security interest in the Collateral granted hereunder and, to the extent permitted by law, Debtor hereby authorizes Secured Party to execute and file one or more financing statements (and similar documents) or copies thereof or of this Agreement with respect to the Collateral.
(m) Except to the extent that Secured Party shall consent, Debtor (either itself or through licensees) shall maintain all of the patents, applications for patents, trademarks, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designs in full force and effect in the jurisdictions in which the any of the patents, applications for patents, trademarks, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designs are currently in effect, free from any claim of abandonment for non-use and Debtor shall not (and shall not permit any licensee thereof to) do any act or knowingly omit to do any act whereby any of the patents, applications for patents, trademarks, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designs may or shall become invalidated.
(n) In no event shall Debtor, either itself or through any agent, employee, licensee or designee, file an application for the registration of any of the patents, applications for patents, trademarks, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designs covered hereby with the United States Patent and Trademark Office or in any other jurisdiction, file an application for the registration of any of the copyrights covered hereby with the United States Copyright Office or in any other jurisdiction, or grant or assign to any party a license to use any of the patents, applications for patents, trademarks, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designs, unless it first informs Secured Party, and, upon request of Secured Party, executes and delivers any and all assignments, agreements, instruments, documents and papers as Secured Party requests to evidence Secured Party's interest in the patents, applications for patents, trademarks, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designs and the goodwill relating thereto or represented thereby and, to the extent permitted by law, Debtor hereby constitutes 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 Obligations are paid in full.
(o) Debtor shall take all steps necessary in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office, to maintain each application and registration of any of the patents, applications for patents, trademarks, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designs in Debtor's name, including, without limitation, filing of renewals, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings.
(p) Debtor shall use consistent standards of quality in its manufacture of products sold under any of the patents, applications for patents, trademarks, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designs.
Appears in 1 contract
Debtor’s Covenants. Debtor hereby agrees and covenants for itself, its successors and agrees with Secured Party that Debtor willassigns that:
(a) Defend The Collateral will be used solely for business purposes of Debtor and will remain in the possession or under the control of Debtor (sale or replacement in the ordinary course excepted) and will not be used for any unlawful purpose. The Collateral will not be misused, abused, wasted or allowed to deteriorate (ordinary wear and tear excepted). Debtor will keep the Collateral, as appropriate and applicable, in good condition and repair (ordinary wear and tear excepted), and will clean, shelter, and otherwise deal with the Collateral in all such ways as are considered good practice by owners of like property.
(b) Debtor has executed and will promptly file with the appropriate governmental authorities, or deliver to the Secured Party for filing, UCC-1 Financing Statements with respect to the Collateral. Debtor shall, at no cost to the Secured Party, promptly execute, acknowledge and deliver all such other documents as the Secured Party reasonably deems necessary to create, perfect and continue the security interest in the Collateral contemplated hereby. Debtor will pay all costs of title searches and filing of financing statements, assignments and other documents in all public offices reasonably requested by the Secured Party, and will not, without the prior written consent of the Secured Party, file or authorize or permit to be filed in any public office any financing statement naming Debtor as debtor and not naming the Secured Party, as agent for the Holders, as secured party, except with respect to other secured indebtedness permitted by the terms of the Notes.
(c) Debtor will defend the Collateral against all the claims and demands of all persons at other parties, including, without limitation, defenses, setoffs, claims and counterclaims asserted by any time claiming any interest therein.
(b) Provide Account Debtor against Debtor or the Secured Party, at least fifteen (15) business days prior except, as to occurrenceInventory, with written notice purchasers and lessees in the ordinary course of (i) any change in Debtor's chief executive office business; will keep the Collateral free from all security interests or other encumbrances, except the office where Debtor maintains its books Security Interest and records pertaining to except as permitted by Section 6(b) of the Customer ReceivablesNotes; and will not sell, (ii) the movement transfer, lease, assign, deliver or location of Collateral to or at any address other than as set forth in said EXHIBIT C, and (iii) any event or occurrence which would render any warranty or information contained in EXHIBIT C OR D hereto inaccurate or incomplete.
(c) Immediately notify Secured Party otherwise dispose of any event causing a substantial loss Collateral or diminution any interest therein without the prior written consent of the Secured Party, except that Debtor may sell or lease Inventory in the value ordinary course of all Debtor's business and sell, lease or any material part replace equipment in the ordinary course of the Collateral and the amount or an estimate of the amount of such loss or diminutionbusiness.
(d) Not sell or offer to sell or otherwise assignDebtor will, transfer, encumber, grant a security interest in, or dispose of at the Collateral or any interest therein, without Secured Party's prior written consent; PROVIDEDrequest, HOWEVER, that Debtor may sell finished goods inventory, if any, in xxxx any and all books and records to indicate the ordinary course of its businessSecurity Interest.
(e) Except as otherwise permitted by Debtor will deliver to the Loan AgreementSecured Party, keep upon demand, all Documents and all Chattel Paper (duly endorsed to Secured Party) constituting, representing or relating to the Collateral free from or any adverse lien, security interest or encumbrance and in good order and repair, reasonable wear and tear exceptedpart thereof, and not waste any schedules, invoices, shipping documents, delivery receipts, purchase orders, contracts or destroy other documents representing or relating to the Collateral or any part thereof.
(f) Not use Debtor will notify the Secured Party promptly in writing of any change in Debtor's business addresses or chief executive offices, any change in the address at which records concerning the Collateral are kept and any change in violation of applicable law Debtor's name, identity or of any policy of insurance applicable theretocorporate or other structure.
(g) Not change its corporate name, identity, structure Debtor will prevent the Collateral or state of organization any part thereof from being or formation without Secured Party's prior written consentbecoming an accession to other goods not covered by this Security Agreement.
(h) At Debtor shall pay all out-of-pocket expenses, including reasonable attorneys' fees and costs, reasonably incurred by the Secured Party after or in reasonable anticipation of the occurrence of an Event of Default in the preservation, realization, enforcement or exercise of any of the Secured Party's requestrights under this Agreement.
(i) Any and all Collateral described or referred to in the granting clauses hereof which is hereafter acquired shall, executeand without any further conveyance, acknowledge assignment or act on the part of Debtor or the Secured Party, become and be subject to the security interests herein granted as fully and completely as though specifically described herein, but nothing in this Section 5(i) shall be deemed to modify or change the obligations of Debtor under Section 5(b) hereof.
(j) Upon request of the Secured Party, forthwith execute and deliver or cause to be executed and delivered to the Secured Party, in due form for filing or recording (and pay the cost of filing or recording the same in all public offices deemed necessary by the Secured Party), such further documents assignments, security agreements, pledge agreements, consents, waivers, financing statements, stock or bond powers, and instruments other documents, and do such other acts and things, all as the Secured Party may from time to time reasonably request or require request, to confirm Secured Party's Security Interests in establish and to any patent, trademark or service xxxx, and any registrations or applications for same.
(i) Promptly pay any and all taxes, assessments and governmental charges upon the Collateral prior maintain to the date penalties are attached thereto, except to the extent that such taxes, assessments and charges shall be contested in good faith by Debtor, adequate reserves have been set aside therefor, and payment satisfaction of such contested taxes made prior to the institution of any enforcement proceeding which could adversely affect the Security Interests or the Collateral.
(j) Have and maintain insurance at all times with respect to the Tangible Collateral against risks of fire (including so-called extended coverage) and theft, and such other risks as Secured Party may reasonably require in writing, containing such terms, in such form, in such amounts, for such periods, and written by such companies as may be reasonably satisfactory to Secured Party, such insurance to name Secured Party as "additional insured" and "loss payee" thereunder and to be payable to Secured Party and Debtor as their respective interests may appear pursuant to Loss Payable Endorsements in form acceptable to Secured Party. All policies of insurance shall provide for thirty (30) days' prior written notice to Secured Party of cancellation or material amendment of the policies, and Debtor shall furnish Secured Party with certificates or other evidence satisfactory to Secured Party of compliance with the foregoing insurance provisions. Debtor shall notify Secured Party of any material change in the insurance maintained with respect to the Tangible Collateral and shall furnish Secured Party satisfactory evidence of any such change. Without limiting any other remedies available to Secured Party, in the event Debtor shall default in the performance of its obligations under this paragraph (j), Secured Party, at its option, may effect such insurance coverage with an insurer acceptable to Secured Party and add the premium(s) paid therefor to the Obligations secured hereby, and the amount of such premium(s) shall be payable by Debtor on demand with interest thereon at the highest rate payable under the agreements evidencing the Obligations.
(k) Take such steps as the Secured Party may reasonably request for Secured Party valid perfected Liens in all Collateral (i) to obtain an acknowledgementfree of all other Liens, in form and substance satisfactory to Secured Party, of any bailee having possession of any of the Collateral that the bailee holds such Collateral for Secured Party, (ii) to obtain "control" of any investment property, deposit accounts, letter-of-credit rights or electronic chattel paper (as such terms are defined in Article 9 of the UCC) with any agreements establishing control to be in form and substance satisfactory to Secured Partyclaims, and (iii) otherwise to insure the continued perfection rights of third parties whatsoever, except for Liens, claims, and priority of Secured Party's security interest in the Collateral and of the preservation of its rights therein.
(l) Debtor shall perform all acts and execute all documents, including, without limitation, assignments for security in form suitable for filing with the United States Patent and Trademark Office and the United States Copyright Office and in any other jurisdiction where any of the patents, applications for patents, trademarks, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designs are registered, requested by Secured Party at any time to evidence, perfect and maintain the security interest in the Collateral granted hereunder and, to the extent permitted by law, Debtor hereby authorizes Secured Party to execute and file one this Security Agreement or more financing statements (and similar documents) or copies thereof or of this Agreement with respect to as set forth on the CollateralSchedules hereto).
(m) Except to the extent that Secured Party shall consent, Debtor (either itself or through licensees) shall maintain all of the patents, applications for patents, trademarks, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designs in full force and effect in the jurisdictions in which the any of the patents, applications for patents, trademarks, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designs are currently in effect, free from any claim of abandonment for non-use and Debtor shall not (and shall not permit any licensee thereof to) do any act or knowingly omit to do any act whereby any of the patents, applications for patents, trademarks, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designs may or shall become invalidated.
(n) In no event shall Debtor, either itself or through any agent, employee, licensee or designee, file an application for the registration of any of the patents, applications for patents, trademarks, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designs covered hereby with the United States Patent and Trademark Office or in any other jurisdiction, file an application for the registration of any of the copyrights covered hereby with the United States Copyright Office or in any other jurisdiction, or grant or assign to any party a license to use any of the patents, applications for patents, trademarks, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designs, unless it first informs Secured Party, and, upon request of Secured Party, executes and delivers any and all assignments, agreements, instruments, documents and papers as Secured Party requests to evidence Secured Party's interest in the patents, applications for patents, trademarks, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designs and the goodwill relating thereto or represented thereby and, to the extent permitted by law, Debtor hereby constitutes 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 Obligations are paid in full.
(o) Debtor shall take all steps necessary in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office, to maintain each application and registration of any of the patents, applications for patents, trademarks, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designs in Debtor's name, including, without limitation, filing of renewals, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings.
(p) Debtor shall use consistent standards of quality in its manufacture of products sold under any of the patents, applications for patents, trademarks, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designs.
Appears in 1 contract
Debtor’s Covenants. Debtor hereby covenants and agrees with Secured Party that Debtor willas follows:
(a) Defend the Collateral against all claims and demands of all persons at any time claiming any interest therein.
(b) Provide Secured Party, at least fifteen (15) business days prior to occurrence, with written notice of (i) any change in Debtor's chief executive office or the office where Debtor maintains its books and records pertaining to the Customer Receivables, (ii) the movement or location of Collateral to or at any address other than as set forth in said EXHIBIT C, and (iii) any event or occurrence which would render any warranty or information contained in EXHIBIT C OR D hereto inaccurate or incomplete.
(c) Immediately notify Secured Party of any event causing a substantial loss or diminution in the value of all or any material part of the Collateral and the amount or an estimate of the amount of such loss or diminution.
(d) Not sell or offer to sell or otherwise assign, transfer, encumber, grant a security interest in, or dispose of the Collateral or any interest therein, without Secured Party's prior written consent; PROVIDED, HOWEVER, that Debtor may sell finished goods inventory, if any, in the ordinary course of its business.
(e) Except as otherwise permitted by the Loan Agreement, will keep the Collateral free from any adverse lien, security interest or encumbrance and in good order and repair, reasonable wear and tear exceptedcondition, and will not waste or destroy any of the same. Debtor will allow Secured Party and any of its officers, agents, attorneys, or accountants to examine or inspect the Collateral or any part thereof.
(f) Not wherever located at all reasonable times. Debtor will not use the Collateral in violation of applicable law any statute or ordinance or any policy of insurance thereon.
(b) Until the occurrence of a default hereunder, Debtor may use the Collateral in any lawful manner not inconsistent with this Agreement or with the terms or conditions of any policy of insurance applicable theretothereon and may sell the Inventory in the ordinary course of business. Until the occurrence of a default, Debtor may also use and consume any raw materials or supplies, the use and consumption of which are necessary in order to carry on Debtor’s business.
(gc) Not change its corporate nameUpon request of Secured Party at any time, identity, structure Debtor will deliver to Secured Party lists or state copies of organization or formation without all Accounts and Payment Intangibles promptly after they arise. Upon request of Secured Party's prior written consent.
(h) At Secured Party's request, executewhether before or after a default hereunder, acknowledge and Debtor will deliver such further documents and instruments as Secured Party may from time to time reasonably request or require to confirm Secured Party's Security Interests in and to any patent, trademark or service xxxx, and any registrations or applications for same.
(i) Promptly pay any and all taxes, assessments and governmental charges upon the Collateral prior to the date penalties are attached thereto, except to the extent that such taxes, assessments and charges shall be contested in good faith by Debtor, adequate reserves have been set aside therefor, and payment of such contested taxes made prior to the institution of any enforcement proceeding which could adversely affect the Security Interests or the Collateral.
(j) Have and maintain insurance at all times with respect to the Tangible Collateral against risks of fire (including so-called extended coverage) and theft, and such other risks as Secured Party may reasonably require in writing, containing such terms, in such form, in such amounts, for such periods, and written by such companies as may be reasonably satisfactory to Secured Party, promptly upon receipt, all Proceeds of the Collateral received by Debtor, in precisely the form received by Debtor, except for the endorsement of Debtor where necessary to permit the collection of such insurance Proceeds (which endorsement Debtor hereby agrees to name make). Debtor agrees not to mingle any Proceeds of the Collateral with any of Debtor’s own funds, goods or property, and at all times to hold such Proceeds upon express trust for the Secured Party as "additional insured" until delivery thereof is made to Secured Party. Secured Party shall have the full power and "loss payee" thereunder authority to collect, compromise, endorse, sell, or otherwise deal with Proceeds in its own name or that of Debtor. Secured Party in its discretion may apply Cash Proceeds to the payment of any of the Secured Obligations (whether or not due) or may release such Cash Proceeds to Debtor for use in the operation of Debtor’s business.
(d) With respect to Collateral in the form of Instruments, Accounts, Payment Intangibles, General Intangibles, and to be payable Chattel Paper, Secured Party may at any time before or after default notify any obligors or account debtors that such Collateral has been assigned to Secured Party and Debtor as their respective interests may appear pursuant to Loss Payable Endorsements in form acceptable shall be remitted directly to Secured Party. All policies Upon request of insurance shall provide for thirty (30) days' prior written notice to Secured Party of cancellation or material amendment of the policies, and Debtor shall furnish Secured Party with certificates or other evidence satisfactory to Secured Party of compliance with the foregoing insurance provisions. Debtor shall notify Secured Party of any material change in the insurance maintained with respect to the Tangible Collateral and shall furnish Secured Party satisfactory evidence of any such change. Without limiting any other remedies available to Secured Party, in the event Debtor shall default in the performance of its obligations under this paragraph (j), Secured Party, at its option, may effect such insurance coverage with an insurer acceptable to Secured Party and add the premium(s) paid therefor to the Obligations secured hereby, and the amount of such premium(s) shall be payable by Debtor on demand with interest thereon at the highest rate payable under the agreements evidencing the Obligations.
(k) Take such steps as the Secured Party may reasonably request for Secured Party (i) to obtain an acknowledgement, in form and substance satisfactory to Secured Party, of any bailee having possession of any of the Collateral that the bailee holds such Collateral for Secured Party, (ii) to obtain "control" of any investment property, deposit accounts, letter-of-credit rights or electronic chattel paper (as such terms are defined in Article 9 of the UCC) with any agreements establishing control to be in form and substance satisfactory to Secured Party, and (iii) otherwise to insure the continued perfection and priority of Secured Party's security interest in the Collateral and of the preservation of its rights therein.
(l) Debtor shall perform all acts and execute all documents, including, without limitation, assignments for security in form suitable for filing with the United States Patent and Trademark Office and the United States Copyright Office and in any other jurisdiction where any of the patents, applications for patents, trademarks, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designs are registered, requested by Secured Party at any time Debtor will so notify such obligors or account debtors and will indicate on all invoices to evidence, perfect and maintain the security interest in the Collateral granted hereunder and, such obligors or account debtors that their obligations are payable to the extent permitted by law, Debtor hereby authorizes Secured Party to execute and file one or more financing statements (and similar documents) or copies thereof or of this Agreement with respect to the CollateralParty.
(me) Except Debtor agrees to keep all Records concerning the extent that Secured Party shall consent, Debtor (either itself or through licensees) shall maintain all of the patents, applications for patents, trademarks, trade names, service marks, registrations of trademarks Collateral in a fireproof and service marks, copyrights, other proprietary information and designs in full force and effect in the jurisdictions in which the any of the patents, applications for patents, trademarks, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designs are currently in effect, free from any claim of abandonment for non-use and Debtor shall not (and shall not permit any licensee thereof to) do any act or knowingly omit to do any act whereby any of the patents, applications for patents, trademarks, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designs may or shall become invalidated.
(n) In no event shall Debtor, either itself or through any agent, employee, licensee or designee, file an application for the registration of any of the patents, applications for patents, trademarks, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designs covered hereby with the United States Patent and Trademark Office or in any other jurisdiction, file an application for the registration of any of the copyrights covered hereby with the United States Copyright Office or in any other jurisdiction, or grant or assign to any party a license to use any of the patents, applications for patents, trademarks, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designs, unless it first informs Secured Party, safe place and, upon request of Secured Party, executes to make such Records available to Secured Party, its agents, attorneys, and delivers accountants, at any reasonable time and all assignments, agreements, instruments, documents and papers as without hindrance or delay to allow Secured Party requests to evidence Secured Party's interest in the patentsinspect, applications for patentsaudit, trademarkscheck, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designs and the goodwill relating thereto copy or represented thereby and, to the extent permitted by law, Debtor hereby constitutes Secured Party its attorney-in-fact to execute and file all make extracts from 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 Obligations are paid in fullRecords.
(of) Debtor shall take All of Debtor’s existing Inventory has been, and all steps necessary of Debtor’s Inventory hereafter produced or acquired will be, produced in any proceeding before accordance with the United States Patent and Trademark Office, the United States Copyright Office or any similar office, to maintain each application and registration of any requirements of the patents, applications for patents, trademarks, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designs in Debtor's name, including, without limitation, filing of renewals, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedingsfederal Fair Labor Standards Act.
(pg) Except upon not less than twenty (20) days’ advance notice in writing to Secured Party, Debtor will not:
(i) keep or store any Collateral at any address other than the addresses set forth on Schedule 5(e) attached hereto;
(ii) change the address of Debtor’s chief place of business or chief executive office;
(iii) change the address or office where Debtor keeps its Records relating to its Accounts, Payment Intangibles and other intangible Collateral; or
(iv) change its name.
(h) Unless Secured Party shall give its advance consent in writing, Debtor will not:
(i) change the state of its incorporation or organization;
(ii) merge with, consolidate with, or enter into any corporate reorganization with, any other corporation or entity, whether or not Debtor is the surviving or resulting corporation;
(iii) sell, lease, or otherwise transfer or dispose of, or agree to sell, lease, or otherwise transfer or dispose of, any of its Collateral (other than Inventory); or
(iv) sell any of its Inventory, or collect any of its Accounts, Payment Intangibles, General Intangibles, Instruments or Chattel Paper, other than in the ordinary course of business. A sale in the ordinary course of business does not include a transfer in partial or total satisfaction of a debt or a credit sale or consignment to a subsidiary or an affiliated company.
(i) With respect to any tangible Collateral that is located on leased premises, Debtor shall use consistent standards obtain and furnish to Secured Party landlord lien waivers, in form and content acceptable to Secured Party, pursuant to which the landlord of quality in its manufacture such premises subordinates any landlord’s lien upon the Collateral to the lien of products sold under any of the patents, applications for patents, trademarks, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designsSecured Party.
Appears in 1 contract
Debtor’s Covenants. Debtor hereby covenants and agrees with Secured Party that Debtor will:: -------------------
(a) Defend at its own expense, keep the Collateral against in first class order, repair, and running condition, replace any worn, broken or defective parts, provide for all claims and demands maintenance services strictly in accordance with the specifications of all persons at any time claiming any interest therein.the vendor of the Collateral;
(b) Provide make no material alterations in or to the Collateral without the prior written consent of Secured Party, at least fifteen (15) business days prior to occurrence, with written notice of (i) any change in Debtor's chief executive office or the office where Debtor maintains its books and records pertaining to the Customer Receivables, (ii) the movement or location of Collateral to or at any address other than as set forth in said EXHIBIT C, and (iii) any event or occurrence which would render any warranty or information contained in EXHIBIT C OR D hereto inaccurate or incomplete.;
(c) Immediately notify Secured Party of any event causing a substantial loss promptly pay all taxes levied or diminution in the value of all or any material part of assessed against the Collateral and the amount or an estimate of the amount of such loss or diminution.
(d) Not sell or offer to sell or otherwise assign, transfer, encumber, grant a security interest in, or dispose of the Collateral or any interest therein, without Secured Party's prior written consent; PROVIDED, HOWEVER, that Debtor may sell finished goods inventory, if any, in the ordinary course of its business.
(e) Except as otherwise permitted by the Loan Agreement, keep the Collateral free from any all adverse lienclaims, liens, encumbrances, charges or security interest or encumbrance and in good order and repairinterests whatsoever;
(d) at reasonable times, reasonable wear and tear exceptedupon at least two days notice, and not waste at its own expense Secured Party and its representatives shall have the right to inspect the Collateral;
(e) promptly notify Secured Party in writing of any loss of or destroy damage to the Collateral or any part thereof.
(f) Not indemnify and hold Secured Party harmless from and against any and all claims, losses, damages, and expenses (including attorneys' fees and costs) arising out of or connected with the ownership or use of the Collateral in violation of applicable law or of any policy of insurance applicable thereto.Collateral;
(g) Not change its corporate name, identity, structure reimburse Secured Party upon demand for all expenses reasonably incurred in connection with perfecting the security interest granted herein or state of organization or formation without Secured Party's prior written consent.the satisfaction thereof;
(h) At Secured Party's request, execute, acknowledge and deliver such further documents and instruments as Secured Party may from time to time reasonably request or require to confirm Secured Party's Security Interests in and to any patent, trademark or service xxxx, and any registrations or applications for same.not abandon the Collateral;
(i) Promptly pay not sell, assign, lease, mortgage or otherwise dispose of any and all taxes, assessments and governmental charges upon interest in the Collateral without the prior to the date penalties are attached thereto, except to the extent that such taxes, assessments and charges shall be contested in good faith by Debtor, adequate reserves have been set aside therefor, and payment written consent of such contested taxes made prior to the institution of any enforcement proceeding which could adversely affect the Security Interests or the Collateral.Secured Party;
(j) Have and maintain insurance at all times with respect to not use or permit the Tangible Collateral against risks of fire (including so-called extended coverage) and theft, and such other risks as Secured Party may reasonably require in writing, containing such terms, in such form, in such amounts, for such periods, and written by such companies as may be reasonably satisfactory to Secured Party, such insurance to name Secured Party as "additional insured" and "loss payee" thereunder and to be payable to Secured Party and Debtor as their respective interests may appear pursuant to Loss Payable Endorsements used for any unlawful purpose or in form acceptable to Secured Party. All policies of insurance shall provide for thirty (30) days' prior written notice to Secured Party of cancellation or material amendment of the policies, and Debtor shall furnish Secured Party with certificates or other evidence satisfactory to Secured Party of compliance with the foregoing insurance provisions. Debtor shall notify Secured Party violation of any material change in the insurance maintained with respect to the Tangible Collateral and shall furnish Secured Party satisfactory evidence of any such change. Without limiting any other remedies available to Secured Partyfederal, in the event Debtor shall default in the performance of its obligations under this paragraph (j)state or municipal law, Secured Party, at its option, may effect such insurance coverage with an insurer acceptable to Secured Party and add the premium(s) paid therefor to the Obligations secured hereby, and the amount of such premium(s) shall be payable by Debtor on demand with interest thereon at the highest rate payable under the agreements evidencing the Obligations.statute or ordinance;
(k) Take such steps as not permit the Collateral to become a part of or to be affixed to any real property;
(1) not permit the Collateral to be removed from the address set forth herein where the Collateral is kept without the written consent of Secured Party may reasonably request for Secured Party Party;
(im) to obtain an acknowledgement, in form and substance satisfactory to on demand of Secured Party, of any bailee having possession of do any of the Collateral that following: furnish further assurance of title, execute any written agreement or do any other acts necessary to effectuate the bailee holds such Collateral for Secured Partypurposes and provisions of this Agreement and any Note issued hereunder, (ii) execute any instrument or statement required by law or otherwise in order to obtain "control" of any investment propertyperfect, deposit accounts, letter-of-credit rights continue or electronic chattel paper (as such terms are defined in Article 9 of terminate the UCC) with any agreements establishing control to be in form and substance satisfactory to Secured Party, and (iii) otherwise to insure the continued perfection and priority security interest of Secured Party's security interest Party in the Collateral and pay all costs of filing in connection therewith;
(n) deliver its annual financial statements and such-quarterly financial statements, as Secured Party requests, to the preservation Secured Party, and
(o) promptly notify Secured Party in writing of any change of location of its rights therein.
chief executive office, the location of any Collateral, change of its name or form of business organization, or material change in its business affairs or financial condition. If Debtor fails to observe or perform any covenant or agreement contained in this Agreement, which failure is not remedied by Debtor, within 10 days after written notice thereof, Secured Party may, in addition to any other remedy, take whatever action may be necessary to remedy such failure, and should such action require the expenditure of monies (l) Debtor shall perform all acts and execute all documents, including, without limitation, assignments for security in form suitable for filing with payment of insurance premiums, repairs, storage, transportation and removal of liens), then the United States Patent amount of such expenditure shall become forthwith due and Trademark Office payable by Debtor and the United States Copyright Office and in any other jurisdiction where any Debtor shall pay a late charge equal to 5% of the patentsamount of any such expenditure plus interest at the rate of 1 1/4% per month from the date on which such amount was due and payable, applications for patents, trademarks, trade names, service marks, registrations but not in excess of trademarks and service marks, copyrights, other proprietary information and designs are registered, requested by the highest rate Secured Party at any time is entitled to evidence, perfect and maintain the security interest in the Collateral granted hereunder and, to the extent permitted by receive under applicable law, Debtor hereby authorizes . If Secured Party to execute and file one or more financing statements (and similar documents) or copies thereof or of this Agreement with respect to the Collateral.
(m) Except to the extent that takes any action authorized hereunder, Secured Party shall consentnot be liable to Debtor for damages as a result of delays, Debtor (either itself or through licensees) shall maintain all temporary withdrawals of the patentsCollateral from service, applications for patents, trademarks, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designs in full force and effect in the jurisdictions in which the any of the patents, applications for patents, trademarks, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designs are currently in effect, free from any claim of abandonment for non-use and Debtor shall not (and shall not permit any licensee thereof to) do any act or knowingly omit to do any act whereby any of the patents, applications for patents, trademarks, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designs may or shall become invalidated.
(n) In no event shall Debtor, either itself or through any agent, employee, licensee or designee, file an application for the registration of any of the patents, applications for patents, trademarks, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designs covered hereby with the United States Patent and Trademark Office or in any other jurisdiction, file an application for the registration of any of the copyrights covered hereby with the United States Copyright Office or in any other jurisdiction, or grant or assign to any party a license to use any of the patents, applications for patents, trademarks, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designs, unless it first informs Secured Party, and, upon request of Secured Party, executes and delivers any and all assignments, agreements, instruments, documents and papers as Secured Party requests to evidence Secured Party's interest in the patents, applications for patents, trademarks, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designs and the goodwill relating thereto or represented thereby and, to the extent permitted by law, Debtor hereby constitutes 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 Obligations are paid in fullcauses.
(o) Debtor shall take all steps necessary in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office, to maintain each application and registration of any of the patents, applications for patents, trademarks, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designs in Debtor's name, including, without limitation, filing of renewals, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings.
(p) Debtor shall use consistent standards of quality in its manufacture of products sold under any of the patents, applications for patents, trademarks, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designs.
Appears in 1 contract
Debtor’s Covenants. Until the Obligations are paid in full, Debtor hereby covenants and agrees with Secured Party that Debtor willshall:
(a) Defend preserve its existence and not, in one transaction or a series of related transactions, merge into or consolidate with any other entity, or sell all or substantially all of its assets;
(b) not change the state where it is located;
(c) not change its name or its chief executive office address without providing Secured Party thirty (30) days’ prior written notice;
(d) will pay all taxes, assessments and other charges of every nature which may be levied or assessed against the Collateral, will insure the Collateral against all risks, and in coverage, form and amount, satisfactory to Secured Party, and, at Secured Party’s request, will deliver each policy or certificate of insurance therefor to Secured Party;
(e) will defend the Collateral against the claims and demands of all persons at any time claiming any interest therein.
(b) Provide Secured Partyother parties except, at least fifteen (15) business days prior as to occurrenceInventory, with written notice of (i) any change in Debtor's chief executive office or the office where Debtor maintains its books purchasers and records pertaining to the Customer Receivables, (ii) the movement or location of Collateral to or at any address other than as set forth in said EXHIBIT C, and (iii) any event or occurrence which would render any warranty or information contained in EXHIBIT C OR D hereto inaccurate or incomplete.
(c) Immediately notify Secured Party of any event causing a substantial loss or diminution in the value of all or any material part of the Collateral and the amount or an estimate of the amount of such loss or diminution.
(d) Not sell or offer to sell or otherwise assign, transfer, encumber, grant a security interest in, or dispose of the Collateral or any interest therein, without Secured Party's prior written consent; PROVIDED, HOWEVER, that Debtor may sell finished goods inventory, if any, lessees in the ordinary course of its Debtor’s business.
(e) Except as otherwise permitted by the Loan Agreement, will keep the Collateral free from all security interests or other encumbrances, except the Security Interest and Permitted Liens, and Secured Party does not authorize, and Debtor agrees not to sell, transfer, lease, license, or otherwise dispose of any adverse lienCollateral or any interest therein (except for Permitted Liens) without the prior written consent of Secured Party which consent shall be in Secured Party’s sole discretion; except that until the occurrence of an Event of Default as hereinafter provided, security interest Debtor may sell or encumbrance lease Inventory in the ordinary course of Debtor’s business, or dispose of Equipment if replaced with other Equipment of equal or greater value;
(f) will notify Secured Party promptly in writing of any change in the location of any Collateral or of the records with respect thereto, and will permit Secured Party or its agents to inspect the Collateral during normal business hours upon reasonable prior notice;
(g) will keep the Collateral in good order condition and repair, and will not use the Collateral in violation of any provisions of this Agreement, of any applicable statute, regulation or ordinance or of any policy insuring the Collateral;
(h) will prevent the Collateral or any part thereof from being or becoming an accession to other goods not covered by this Agreement;
(i) will keep accurate and complete records concerning the Collateral, will xxxx any and all such records at Secured Party’s request to indicate the Security Interest, and, upon Secured Party’s request, will upon reasonable wear notice permit Secured Party or its agents to audit and tear exceptedmake extracts from such records or any of Debtor’s ledgers, reports, correspondence or other records;
(j) will not create any Chattel Paper without placing a legend on the Chattel Paper acceptable to Secured Party indicating that Secured Party has a security interest in the Chattel Paper;
(k) if an entity, shall maintain its existence as an entity in good standing under the laws of the state of that entity’s formation; and
(l) upon demand, will deliver to Secured Party any Documents of Title and not waste any Chattel Paper constituting, representing or destroy relating to the Collateral or any part thereof.
(f) Not use the , if any, any schedules, invoices, shipping documents, delivery receipts, purchase orders, contracts or other documents representing or relating to purchases or other acquisitions, or sales, leases or other disposition of Collateral in violation of applicable law or of and Proceeds thereof, and any policy of insurance applicable thereto.
(g) Not change its corporate nameand all schedules, identity, structure or state of organization or formation without Secured Party's prior written consent.
(h) At Secured Party's request, execute, acknowledge and deliver such further documents and instruments as statements which Secured Party may may, from time to time reasonably request or require to confirm Secured Party's Security Interests in and to any patenttime, trademark or service xxxx, and any registrations or applications for samerequest.
(i) Promptly pay any and all taxes, assessments and governmental charges upon the Collateral prior to the date penalties are attached thereto, except to the extent that such taxes, assessments and charges shall be contested in good faith by Debtor, adequate reserves have been set aside therefor, and payment of such contested taxes made prior to the institution of any enforcement proceeding which could adversely affect the Security Interests or the Collateral.
(j) Have and maintain insurance at all times with respect to the Tangible Collateral against risks of fire (including so-called extended coverage) and theft, and such other risks as Secured Party may reasonably require in writing, containing such terms, in such form, in such amounts, for such periods, and written by such companies as may be reasonably satisfactory to Secured Party, such insurance to name Secured Party as "additional insured" and "loss payee" thereunder and to be payable to Secured Party and Debtor as their respective interests may appear pursuant to Loss Payable Endorsements in form acceptable to Secured Party. All policies of insurance shall provide for thirty (30) days' prior written notice to Secured Party of cancellation or material amendment of the policies, and Debtor shall furnish Secured Party with certificates or other evidence satisfactory to Secured Party of compliance with the foregoing insurance provisions. Debtor shall notify Secured Party of any material change in the insurance maintained with respect to the Tangible Collateral and shall furnish Secured Party satisfactory evidence of any such change. Without limiting any other remedies available to Secured Party, in the event Debtor shall default in the performance of its obligations under this paragraph (j), Secured Party, at its option, may effect such insurance coverage with an insurer acceptable to Secured Party and add the premium(s) paid therefor to the Obligations secured hereby, and the amount of such premium(s) shall be payable by Debtor on demand with interest thereon at the highest rate payable under the agreements evidencing the Obligations.
(k) Take such steps as the Secured Party may reasonably request for Secured Party (i) to obtain an acknowledgement, in form and substance satisfactory to Secured Party, of any bailee having possession of any of the Collateral that the bailee holds such Collateral for Secured Party, (ii) to obtain "control" of any investment property, deposit accounts, letter-of-credit rights or electronic chattel paper (as such terms are defined in Article 9 of the UCC) with any agreements establishing control to be in form and substance satisfactory to Secured Party, and (iii) otherwise to insure the continued perfection and priority of Secured Party's security interest in the Collateral and of the preservation of its rights therein.
(l) Debtor shall perform all acts and execute all documents, including, without limitation, assignments for security in form suitable for filing with the United States Patent and Trademark Office and the United States Copyright Office and in any other jurisdiction where any of the patents, applications for patents, trademarks, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designs are registered, requested by Secured Party at any time to evidence, perfect and maintain the security interest in the Collateral granted hereunder and, to the extent permitted by law, Debtor hereby authorizes Secured Party to execute and file one or more financing statements (and similar documents) or copies thereof or of this Agreement with respect to the Collateral.
(m) Except to the extent that Secured Party shall consent, Debtor (either itself or through licensees) shall maintain all of the patents, applications for patents, trademarks, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designs in full force and effect in the jurisdictions in which the any of the patents, applications for patents, trademarks, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designs are currently in effect, free from any claim of abandonment for non-use and Debtor shall not (and shall not permit any licensee thereof to) do any act or knowingly omit to do any act whereby any of the patents, applications for patents, trademarks, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designs may or shall become invalidated.
(n) In no event shall Debtor, either itself or through any agent, employee, licensee or designee, file an application for the registration of any of the patents, applications for patents, trademarks, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designs covered hereby with the United States Patent and Trademark Office or in any other jurisdiction, file an application for the registration of any of the copyrights covered hereby with the United States Copyright Office or in any other jurisdiction, or grant or assign to any party a license to use any of the patents, applications for patents, trademarks, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designs, unless it first informs Secured Party, and, upon request of Secured Party, executes and delivers any and all assignments, agreements, instruments, documents and papers as Secured Party requests to evidence Secured Party's interest in the patents, applications for patents, trademarks, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designs and the goodwill relating thereto or represented thereby and, to the extent permitted by law, Debtor hereby constitutes 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 Obligations are paid in full.
(o) Debtor shall take all steps necessary in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office, to maintain each application and registration of any of the patents, applications for patents, trademarks, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designs in Debtor's name, including, without limitation, filing of renewals, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings.
(p) Debtor shall use consistent standards of quality in its manufacture of products sold under any of the patents, applications for patents, trademarks, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designs.
Appears in 1 contract
Debtor’s Covenants. The Debtor hereby covenants and agrees with the Secured Party that Debtor willthat:
(a) Defend The Debtor shall pay, perform, satisfy, fulfil and discharge the Secured Obligations when due.
(b) The Debtor shall, if requested by the Secured Party, deliver forthwith to the Secured Party such further details respecting the Collateral as may reasonably be requested from time to time by the Secured Party. Such further details so delivered shall be deemed to be contained in and form part of this Agreement.
(c) The Debtor shall not permit any material Collateral to be affixed to real or personal property now owned by the Debtor so as to become a fixture or accession, without prior written notice to the Secured Party and a collateral access agreement.
(d) Except as permitted by the Credit Agreement, the Debtor shall not convey, sell, lease, license, assign, transfer or otherwise dispose of any of the Collateral,
(e) In the event that any Collateral, including, without limitation, proceeds thereof, is evidenced by or consists of chattel paper, instruments, securities or negotiable documents of title (collectively, the “Negotiable Collateral”), and if and to the extent that the Secured Party determines that perfection or priority of the Secured Party’s security interest is dependent on or enhanced by possession, the Debtor, immediately upon the request of the Secured Party, shall endorse and deliver physical possession of such Negotiable Collateral to the Secured Party.
(f) The Secured Party may, at any time after the occurrence and during the continuation of an Event of Default, (i) notify any Person obligated to the Debtor on any debt, account or chattel paper or any obligor to the Debtor on an instrument to make payment thereunder to the Secured Party, whether or not the Debtor was theretofore making collections thereon, and (ii) assume control of any proceeds arising from such Collateral. The Debtor agrees that, subject to the terms of any cash management agreement entered into by the Debtor, after the occurrence and during the continuance of an Event of Default, they will hold in trust for, the Secured Party, as the Secured Party’s trustee, any of its collections that they receive and immediately will deliver such collections to the Secured Party or a cash management bank in their original form as received by the Debtor.
(g) The Debtor will not create, incur or permit to exist, and will defend the Collateral against, and will take such other action as is necessary to remove, any and all security interests in and other claims affecting the Collateral, other than the Security Interest created by this Agreement, Permitted Liens, or such security interests or other claims as permitted in writing by the Secured Party, and subject to the foregoing, the Debtor will defend the right, title and interest of the Secured Party in and to the Collateral against all the claims and demands of all persons at any time claiming any interest thereinPersons.
(b) Provide Secured Party, at least fifteen (15) business days prior to occurrence, with written notice of (i) any change in Debtor's chief executive office or the office where Debtor maintains its books and records pertaining to the Customer Receivables, (ii) the movement or location of Collateral to or at any address other than as set forth in said EXHIBIT C, and (iii) any event or occurrence which would render any warranty or information contained in EXHIBIT C OR D hereto inaccurate or incomplete.
(c) Immediately notify Secured Party of any event causing a substantial loss or diminution in the value of all or any material part of the Collateral and the amount or an estimate of the amount of such loss or diminution.
(d) Not sell or offer to sell or otherwise assign, transfer, encumber, grant a security interest in, or dispose of the Collateral or any interest therein, without Secured Party's prior written consent; PROVIDED, HOWEVER, that Debtor may sell finished goods inventory, if any, in the ordinary course of its business.
(eh) Except as otherwise permitted by under the Loan AgreementDocuments, keep the Collateral free from any adverse lien, security interest or encumbrance and in good order and repair, reasonable wear and tear excepted, and not waste or destroy the Collateral or any part thereof.
(f) Not use the Collateral in violation of applicable law or of any policy of insurance applicable thereto.
(g) Not change its corporate name, identity, structure or state of organization or formation without Secured Party's prior written consent.
(h) At Secured Party's request, execute, acknowledge and deliver such further documents and instruments as Secured Party may from time to time reasonably request or require to confirm Secured Party's Security Interests in and to any patent, trademark or service xxxx, and any registrations or applications for same.
(i) Promptly pay any and all taxes, assessments and governmental charges upon the Collateral prior to the date penalties are attached thereto, except to the extent that such taxes, assessments and charges shall be contested in good faith by Debtor, adequate reserves have been set aside therefor, and payment of such contested taxes made prior to the institution of any enforcement proceeding which could adversely affect the Security Interests or the Collateral.
(j) Have and maintain insurance at all times with respect to the Tangible Collateral against risks of fire (including so-called extended coverage) and theft, and such other risks as Secured Party may reasonably require in writing, containing such terms, in such form, in such amounts, for such periods, and written by such companies as may be reasonably satisfactory to Secured Party, such insurance to name Secured Party as "additional insured" and "loss payee" thereunder and to be payable to Secured Party and Debtor as their respective interests may appear pursuant to Loss Payable Endorsements in form acceptable to Secured Party. All policies of insurance shall provide for thirty (30) days' prior written notice to Secured Party of cancellation or material amendment of the policies, and Debtor shall furnish Secured Party with certificates not cause or permit any Person other evidence satisfactory to Secured Party of compliance with the foregoing insurance provisions. Debtor shall notify Secured Party of any material change in the insurance maintained with respect to the Tangible Collateral and shall furnish Secured Party satisfactory evidence of any such change. Without limiting any other remedies available to Secured Party, in the event Debtor shall default in the performance of its obligations under this paragraph (j), Secured Party, at its option, may effect such insurance coverage with an insurer acceptable to Secured Party and add the premium(s) paid therefor to the Obligations secured hereby, and the amount of such premium(s) shall be payable by Debtor on demand with interest thereon at the highest rate payable under the agreements evidencing the Obligations.
(k) Take such steps as than the Secured Party may reasonably request for to have “control” (as defined in The Securities Transfer Act (Manitoba) (the “STA”)) of any financial asset or investment property constituting part of the Collateral, other than “control” in favour of any depositary bank or securities intermediary which has subordinated its lien to the lien of the Secured Party (i) pursuant to obtain an acknowledgement, documentation in form and substance satisfactory to the Secured Party.
(i) The Debtor will promptly, following demand from time to time by the Secured Party, of any bailee having possession of any of the Collateral that the bailee holds such Collateral for Secured Partyauthorize, (ii) to obtain "control" of any investment property, deposit accounts, letter-of-credit rights or electronic chattel paper (as such terms are defined in Article 9 of the UCC) with any agreements establishing control to be in form and substance satisfactory to Secured Party, and (iii) otherwise to insure the continued perfection and priority of Secured Party's security interest in the Collateral and of the preservation of its rights therein.
(l) Debtor shall perform all acts and execute all documents, including, without limitation, assignments for security in form suitable for filing with the United States Patent and Trademark Office and the United States Copyright Office and in any other jurisdiction where any of the patents, applications for patents, trademarks, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designs are registered, requested by Secured Party at any time to evidence, perfect and maintain the security interest in the Collateral granted hereunder and, to the extent permitted by law, Debtor hereby authorizes Secured Party to execute and file one or more financing statements (and similar documents) or copies thereof or of this Agreement with respect to the Collateral.
(m) Except to the extent that Secured Party shall consent, Debtor (either itself or through licensees) shall maintain all of the patents, applications for patents, trademarks, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designs in full force and effect in the jurisdictions in which the any of the patents, applications for patents, trademarks, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designs are currently in effect, free from any claim of abandonment for non-use and Debtor shall not (and shall not permit any licensee thereof to) do any act or knowingly omit to do any act whereby any of the patents, applications for patents, trademarks, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designs may or shall become invalidated.
(n) In no event shall Debtor, either itself or through any agent, employee, licensee or designee, file an application for the registration of any of the patents, applications for patents, trademarks, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designs covered hereby with the United States Patent and Trademark Office or in any other jurisdiction, file an application for the registration of any of the copyrights covered hereby with the United States Copyright Office or in any other jurisdiction, or grant or assign to any party a license to use any of the patents, applications for patents, trademarks, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designs, unless it first informs Secured Party, and, upon request of Secured Party, executes and delivers deliver any and all assignments, agreements, instruments, documents and papers as that the Secured Party requests may reasonably request to evidence the Secured Party's interest ’s Security Interest in the patents, applications for patents, trademarks, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designs and the goodwill relating thereto or represented thereby and, to the extent permitted by law, Debtor hereby constitutes 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 Obligations are paid in fullany Intellectual Property.
(oj) The Debtor shall take execute, deliver, file, record, authorize or obtain all steps such financing statements, continuation statements, notices, instruments, documents, agreements, consents, or other papers or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Secured Party may request, in order to create, preserve, perfect, maintain the perfection of, or validate the security interest granted or purported to be granted hereby, or to enable the Secured Party to exercise and enforce its rights hereunder with respect to such security interest and, without limiting the foregoing, shall:
(i) deliver to the Secured Party any and all certificates representing Collateral that is a certificated security (the “Pledged Certificated Securities”) and other materials as may be required from time to time to provide the Secured Party with control over all Pledged Certificated Securities in the manner provided under Section 23 of the STA, and at the request of the Secured Party, will cause all Pledged Certificated Securities to be registered in the name of the Secured Party or its nominee;
(ii) deliver to the Secured Party any and all such documents, agreements and other materials as may be required from time to time to provide the Secured Party with control over all Collateral that is an uncertificated security in the manner provided under Section 24 of the STA;
(iii) deliver to the Secured Party any and all such documents, agreements and other materials as may be required from time to time to provide the Secured Party with control over all Collateral that is a security entitlement in the manner provided under Section 25 or 26 of the STA;
(iv) deliver to the Secured Party any and all such documents, agreements and other materials as may be required from time to time to provide the Secured Party with control over all Collateral that is a futures contract in the manner provided under subsection 1.1 of the PPSA;
(v) promptly from time to time upon request by the Secured Party enter into such control agreements, each in form and substance reasonably acceptable to the Secured Party, as may be required to perfect the security interest created hereby in any proceeding before and all investment property, and will promptly furnish to the United States Patent Secured Party true and Trademark Office, complete copies thereof;
(vi) promptly from time to time upon the United States Copyright Office or any similar office, to maintain each application and registration of any request of the patentsSecured Party, applications for patents, trademarks, trade names, service marks, registrations execute and deliver such short-form security agreements as the Secured Party may reasonably deem necessary or desirable to protect the interests of trademarks and service marks, copyrights, other proprietary information and designs the Secured Party in Debtor's name, including, without limitation, filing respect of renewals, affidavits that portion of use, affidavits the Collateral consisting of incontestability and opposition, interference and cancellation proceedings.intellectual property; and
(pvii) Debtor shall use consistent standards of quality in its manufacture of products sold under any promptly upon request of the patentsSecured Party, applications for patentswith respect to any securities issued by an issuer that is organized outside of Canada, trademarks, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designscause to be delivered to the Secured Party a securities pledge agreement covering such securities.
Appears in 1 contract
Debtor’s Covenants. Debtor hereby covenants and agrees that, until the date that all Obligations are indefeasibly paid in full all commitments of Lender to advance or disburse funds under the Loan Documents have terminated or expired (the “Termination Date”), Debtor shall perform, comply with Secured Party that Debtor willand be bound by the obligations set forth below:
(a) Defend A. Pay and perform or cause to be paid and performed all the Obligations according to their terms;
B. Maintain business records relating to the Collateral against satisfactory to Lender and, where appropriate, shall note thereon the security interest of Lender;
C. The Debtor shall keep such business records at its chief executive office and will permit Lender (and RBS at its request) access thereto at all claims reasonable times for the purposes of inspection, audit, examination, verification, extracting, copying, and demands of all persons such other purposes as Lender may require. Any such inspection, audit, examination, verification, extracting, and copying shall be at any time claiming any interest therein.the Debtor’s expense;
(b) Provide Secured PartyD. Promptly deliver to Lender at its request such lists, at least fifteen (15) business days prior schedules, invoices, receipts, original documents, and other information relating to occurrence, with written notice the Collateral;
E. Promptly notify Lender of (i) any change in Debtor's chief executive office material loss or the office where Debtor maintains its books and records pertaining damage to the Customer ReceivablesCollateral, and (ii) the movement or occurrence of any event which could adversely affect the security interest of Lender in the Collateral;
F. Not change its name, trade style, the location of its chief executive office, its state of organization, its organizational ID number, corporate or organizational structure or where any of the Collateral to or at any address other than is kept without the prior written consent of Lender;
G. At its own expense keep the Collateral free of all liens (except as set forth disclosed herein and in said EXHIBIT Cthe Loan Documents) and encumbrances except (i) the security interest of Lender, and (iiiii) any event liens arising in connection with taxes or occurrence other governmental charges or assessments which would render any warranty or information contained are contested in EXHIBIT C OR D hereto inaccurate or incomplete.good faith by appropriate proceedings;
(c) Immediately notify Secured Party of any event causing a substantial loss or diminution in the value of all or any material part of H. Maintain the Collateral and the amount in compliance with any applicable law, statute, ordinance, regulation or an estimate of the amount of such loss or diminution.administrative order;
(d) I. Not sell or offer to sell or otherwise assignsell, transfer, encumber, grant a security interest in, or otherwise dispose of the Collateral or any interest therein, without Secured Party's prior written consent; PROVIDED, HOWEVER, that Debtor may sell finished goods inventory, if any, therein (except sales of Inventory to buyers in the ordinary course of its business.);
(e) Except as otherwise permitted by the Loan Agreement, keep J. Insure the Collateral free from any adverse lienat all times against all hazards, security interest or encumbrance and in good order and repairincluding but not limited to, reasonable wear and tear exceptedfire, windstorm, lightning, vandalism, malicious mischief, and not waste or destroy such other hazards as identified in the Conditional Commitment, and such policies shall be payable to Lender as its interest may appear. The policies of insurance shall be satisfactory to Lender as to form and insurer. The policies of insurance shall be in an amount equal to greater of the full replacement cost of the Collateral or any part thereof.
the outstanding principal amount of the Loan. Debtor shall furnish certificates, policies, or endorsements to Lender as proof of such insurance, and if Debtor fails to do so Lender is authorized but not required to obtain such insurance at Debtor’s expense. All policies shall provide for at least thirty (f30) Not use the Collateral in violation of applicable law or of any policy of insurance applicable thereto.
(g) Not change its corporate name, identity, structure or state of organization or formation without Secured Party's days prior written consent.
notice of cancellation to Lender and shall provide that coverage as to Lender will not be affected by any act or omission of Debtor. Lender may act and is hereby appointed to act as attorney-in-fact for Debtor in making, adjusting, and settling any claims under any such insurance policies (h) At Secured Party's requestand such appointment is coupled with an interest). Debtor assigns to Lender all of its right, executetitle, acknowledge and deliver such further documents and instruments as Secured Party may from time to time reasonably request or require to confirm Secured Party's Security Interests interest in and to any patentinsurance policies insuring the Collateral, trademark or service xxxxincluding all rights to receive the proceeds of insurance, and directs all insurers to pay all such proceeds directly to Lender and authorizes Lender to endorse Debtor’s name on any registrations or applications instrument for samesuch payment. Lender shall be named as “loss payee” on all policies of insurance regarding the Collateral. Any liability insurance policy of Debtor shall name Lender as an additional insured.
K. At Debtor’s expense, as Lender may request, place notices upon the Collateral or such portion thereof or in or about designated areas where the Collateral may be kept or used indicating the security interest of Lender herein;
L. Be liable to Lender for any expenditures by Lender for the maintenance and preservation of the Collateral, including without limitation, taxes, levies, insurance, and repairs, attorney’s fees and expenses, accountant’s fees and expenses, and for the collection, repossession, holding, preparation, and sale or other disposition of or realization upon the Collateral. Debtor will also be liable to Lender for all damages for breach of warranty, misrepresentation, or breach of covenant by Debtor. All such liabilities shall be secured by the security interest granted herein, and shall be payable upon demand;
M. Not, without Lender’s prior written consent, (i) Promptly sell, lease, pledge, encumber (except by purchase money lien on property acquired after the date of the Note), or otherwise dispose of any of Debtor’s assets, except in the ordinary course of business (ii) purchase, lease, or otherwise acquire any assets (or commit to do so) other than current assets or assets acquired in the ordinary course of business; or (iii) declare or pay any and all taxesdividends (except stock dividends), assessments and governmental charges upon the Collateral prior or return any capital to the date penalties are attached theretoany of its stockholders, except or redeem, repurchase, or otherwise acquire any of its outstanding capital stock; or (iv) become a party to the extent that such taxesany consolidation, assessments and charges shall be contested merger, liquidation, or dissolution; and
N. Cooperate with Lender in good faith by Debtor, adequate reserves have been set aside therefor, and payment of such contested taxes made prior to the institution of any enforcement proceeding which could adversely affect the Security Interests or the Collateral.
(j) Have and maintain insurance at all times with respect to the Tangible Collateral against risks of fire (including so-called extended coverage) and theft, obtaining a control agreement and such other risks as Secured Party may reasonably require in writing, containing such terms, in such form, in such amounts, for such periods, and written documents required by such companies as may be reasonably satisfactory to Secured Party, such insurance to name Secured Party as "additional insured" and "loss payee" thereunder and to be payable to Secured Party and Debtor as their respective interests may appear pursuant to Loss Payable Endorsements in form acceptable to Secured Party. All policies of insurance shall provide for thirty (30) days' prior written notice to Secured Party of cancellation or material amendment of the policies, and Debtor shall furnish Secured Party with certificates or other evidence satisfactory to Secured Party of compliance with the foregoing insurance provisions. Debtor shall notify Secured Party of any material change in the insurance maintained with respect to the Tangible Collateral and shall furnish Secured Party satisfactory evidence of any such change. Without limiting any other remedies available to Secured Party, in the event Debtor shall default in the performance of its obligations under this paragraph (j), Secured Party, at its option, may effect such insurance coverage with an insurer acceptable to Secured Party and add the premium(s) paid therefor to the Obligations secured hereby, and the amount of such premium(s) shall be payable by Debtor on demand with interest thereon at the highest rate payable under the agreements evidencing the Obligations.
(k) Take such steps as the Secured Party may reasonably request for Secured Party (i) to obtain an acknowledgementLender, in form and substance satisfactory to Secured PartyLender, of any bailee having possession of any of the Collateral that the bailee holds such Collateral for Secured Partyto establish, (ii) to obtain "control" of any protect, preserve and perfect on a first priority basis an security interest in deposit accounts, investment property, deposit accounts, letter-of-credit rights or rights, electronic chattel paper paper, commercial tort claims or all other Collateral (other than Excluded Collateral).
O. Debtor shall warrant and defend the right and title herein granted unto Lender in and to the Collateral (and all right, title and interest represented by the Collateral) against the claims and demands of all Persons whomsoever. Debtor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or that Lender may request, in order to perfect, preserve, control and protect any security interest, Lien or other interest granted or purported to be granted hereby or to enable Lender to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Debtor agrees that, upon the acquisition after the date hereof by Debtor of any Collateral, with respect to which the security interest granted hereunder is not perfected automatically upon such acquisition, to promptly notify Lender of such acquisition and to take such actions with respect to such Collateral or any part thereof as such terms are defined in Article 9 required by the Loan Documents or requested by Lender. Without limiting the generality of the UCCforegoing, Debtor will
1. file (and hereby authorize Lender to file) with any agreements establishing control such Filing Statements or continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary or that Lender may request in order to perfect and preserve the security interests and other rights granted or purported to be in form granted to Lender hereby;
2. deliver to Lender and substance satisfactory at all times keep pledged to Secured Partythe Lender pursuant hereto, on a first-priority, perfected basis, at the request of Lender, all Investment Property constituting Collateral, all distributions with respect thereto, and (iii) all interest and principal with respect to any promissory notes, and all Proceeds and rights from time to time received by or distributable to Debtor in respect of any of the foregoing Collateral;
3. not take or omit to take any action the taking or the omission of which would result in any material impairment or alteration of any obligation of the maker of any Payment Intangible or other Instrument constituting Collateral, except as acceptable to Lender;
4. furnish to Lender, from time to time at Lender’s request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as Lender may reasonably request, all in reasonable detail; and
5. do all things reasonably requested by Lender in accordance with this Agreement in order to enable Lender to have and maintain control over the Collateral consisting of Investment Property, Deposit Accounts, Letter-of-Credit-Rights and Electronic Chattel Paper. With respect to the foregoing and the grant of the security interest and Lien hereunder, Debtor hereby authorizes Lender to file one or more financing or continuation statements, and amendments thereto, and other similar documents necessary or desirable in the opinion of Lender with respect to or describing all or any part of the Collateral or otherwise to insure perfect, establish, protect or maintain the continued perfection and priority of Secured Party's Lender’s security interest in the Collateral or any portion thereof; and of the preservation of its rights therein.
(l) Debtor shall perform to make all acts and execute all documents, including, without limitation, assignments for security in form suitable for filing with the United States Patent and Trademark Office and the United States Copyright Office and in any other jurisdiction where any of the patents, applications for patents, trademarks, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designs are registered, requested by Secured Party at any time to evidence, perfect and maintain the security interest in the Collateral granted hereunder and, to the extent permitted by law, Debtor hereby authorizes Secured Party to execute and file one or more financing statements (and similar documents) or copies thereof or of this Agreement with respect to the Collateral.
(m) Except to the extent that Secured Party shall consent, Debtor (either itself or through licensees) shall maintain all of the patents, applications for patents, trademarks, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designs in full force and effect in the jurisdictions in which the any of the patents, applications for patents, trademarks, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designs are currently in effect, free from any claim of abandonment for non-use and Debtor shall not (and shall not permit any licensee thereof to) do any act or knowingly omit to do any act whereby any of the patents, applications for patents, trademarks, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designs may or shall become invalidated.
(n) In no event shall Debtor, either itself or through any agent, employee, licensee or designee, file an application for the registration of any of the patents, applications for patents, trademarks, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designs covered hereby relevant filings with the United States Patent and Trademark Office or in any other jurisdiction, file an application for the registration of any of the copyrights covered hereby with the United States Copyright Office or in any other jurisdiction, or grant or assign to any party a license to use any respect of the patentsIntellectual Property Collateral. Debtor agrees that a carbon, applications for patents, trademarks, trade names, service marks, registrations photographic or other reproduction of trademarks and service marks, copyrights, other proprietary information and designs, unless it first informs Secured Party, and, upon request of Secured Party, executes and delivers this Agreement or any and all assignments, agreements, instruments, documents and papers UCC financing statement covering the Collateral or any part thereof shall be sufficient as Secured Party requests to evidence Secured Party's interest in the patents, applications for patents, trademarks, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designs and the goodwill relating thereto or represented thereby and, to the extent a UCC financing statement where permitted by law, Legal Requirements. Debtor hereby constitutes Secured Party its attorney-in-fact authorizes the Lender to execute file financing statements describing as the collateral covered thereby “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the Collateral described in this Agreement. The authorizations contained in this clause O shall be irrevocable 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 continuing until the Obligations are paid in fullTermination Date.
(o) Debtor shall take all steps necessary in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office, to maintain each application and registration of any of the patents, applications for patents, trademarks, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designs in Debtor's name, including, without limitation, filing of renewals, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings.
(p) Debtor shall use consistent standards of quality in its manufacture of products sold under any of the patents, applications for patents, trademarks, trade names, service marks, registrations of trademarks and service marks, copyrights, other proprietary information and designs.
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