Duties of Grantor. Grantor shall have the duty, to the extent desirable in the normal conduct of Grantor's business, to:
(i) prosecute diligently any patent application that is part of the Patents pending as of the date hereof or hereafter until the termination of this Agreement, and (ii) make application for patents that are necessary in the operation of Grantor's business. Grantor further agrees (i) not to abandon any Patent or License without the prior written consent of Agent, and (ii) to use its best efforts to maintain in full force and effect the Patents and the Licenses that are or shall be necessary or economically desirable in the operation of Grantor's business. Any expenses incurred in connection with the foregoing shall be borne by Grantor. Neither Agent nor any Lender shall have any duty with respect to the Patents and Licenses. Without limiting the generality of the foregoing, neither Agent nor any Lender shall be under any obligation to take any steps necessary to preserve rights in the Patents or Licenses against any other parties, but may do so at its option from and after the occurrence and during the continuance of an Event of Default, and all expenses incurred in connection therewith shall be for the sole account of Grantor and shall be added to the Obligations secured hereby.
Duties of Grantor. Grantor shall have the duty (i) to file and prosecute diligently any trademark applications pending as of the date hereof or hereafter until the Liabilities shall have been paid and satisfied in full and all of the Financing Agreements have been terminated, (ii) to preserve and maintain all rights in the Trademarks, as commercially reasonable and (iii) to ensure that the Trademarks are and remain enforceable, as commercially reasonable. Any expenses incurred in connection with the Liabilities under this Section 10 shall be borne by Grantor.
Duties of Grantor. Grantor shall have the duty (i) to file and prosecute diligently any patent applications pending as of the date hereof or hereafter until the Liabilities shall have been paid and satisfied in full and the Financing Agreements have been terminated, (ii) to make application on unpatented but patentable inventions, as commercially reasonable, (iii) to preserve and maintain all rights in the Patents, as commercially reasonable and (iv) to ensure that the Patents are and remain enforceable, as commercially reasonable. Any expenses incurred in connection with Grantor's obligations under this Section 9 shall be borne by Grantor.
Duties of Grantor. Grantor shall have the duty to the extent commercially reasonable and in Grantor's good faith business judgment, desirable:
(i) to file and prosecute diligently any patent, trademark or service xxxx applications pending as of the date hereof or hereafter until all Obligations (other than contingent indemnification obligations) shall have been paid in full or the Defeasance thereof shall have been consummated, (ii) except as otherwise provided in the Indenture or any other Indenture Document, to preserve and maintain all rights in the material Intellectual Property (including, but not limited to, with respect to Trademarks, the filing of affidavits of use and, incontestability, where applicable, under Sections 8 and 15 of the Xxxxxx Act (15 U.S.C. Section 1058, 1065) and renewals and, to the extent commercially reasonable, initiating opposition or cancellation proceedings or litigation against users of the same or confusingly similar marks who seriously threaten the validity or rights of Grantor in its material Trademarks), and (iii) to ensure that the Registered Intellectual Property is and remains enforceable. The Grantee shall be reimbursed for all such costs and expenses which constitute to the extent required under the Security Agreement or the Indenture. Grantor shall not knowingly or unreasonably abandon any right to file a material patent, trademark or service xxxx application, or abandon any pending patent application, or any other material Intellectual Property, unless Grantor, in the exercise of its commercially reasonable business judgment determines that such abandonment will not materially and adverse effect its business.
Duties of Grantor. The Grantor shall have the duty to (i) prosecute ----------------- diligently any patent application or trademark application pending as of the date hereof or thereafter until the Obligations shall have been indefeasibly paid in full and no Commitment remains outstanding, (ii) upon the occurrence and during the continuance of an Event of Default, make application on unpatented but patentable inventions owned by the Grantor and on Marks, as the case may be, as the Agent reasonably deems appropriate, (iii) file and prosecute opposition and cancellation proceedings and (iv) take all reasonable action necessary to preserve and maintain all rights in patent applications of the Patents and in applications for registrations of the Marks. Any expenses incurred in connection with such applications shall be borne by the Grantor. The Grantor shall not abandon any right to file a Patent application or Xxxx application without the consent of the Agent. The Grantor shall give proper statutory notice in connection with its use of each such Xxxx to the extent necessary for the protection of each of the Marks. The Grantor shall notify the Agent of any suits it commences to enforce the Patents and Marks and shall provide the Agent with copies of any documents reasonably requested by the Agent relating to such suits.
Duties of Grantor. Grantor shall have the duty to the extent commercially reasonable and in Grantor's good faith business judgment, desirable:
(i) to file and prosecute diligently any patent, trademark or service xxxx applications pending as of the date hereof or hereafter until all Obligations (other than contingent indemnification obligations) shall have been paid in full and the Loan Agreement has been terminated, (ii) except as otherwise provided in the Loan Agreement, to preserve and maintain all rights in the material Intellectual Property (including, but not limited to, with respect to Trademarks, the filing of affidavits of use and, incontestability, where applicable, under Sections 8 and 15 of the Xxxxxx Act (15 U.S.C. Section 1058, 1065) and renewals and, to the extent commercially reasonable, initiating opposition or cancellation proceedings or litigation against users of the same or confusingly similar marks who seriously threaten the validity or rights of Grantor in its material Trademarks), and (iii) to ensure that the Registered Intellectual Property is and remains enforceable. The Grantee shall be reimbursed for all such costs and expenses which constitute Lender Expenses. Grantor shall not knowingly or unreasonably abandon any right to file a material patent, trademark or service xxxx application, or abandon any pending patent application, or any other material Intellectual Property, unless Grantor, in the exercise of its commercially reasonable business judgment determines that such abandonment will not materially and adverse effect its business.
Duties of Grantor. Trustee Section 6.02.
Duties of Grantor. Grantor will observe and perform all covenants and conditions to be observed or performed by the lessor under the Leases and enforce the observance and performance of the Leases by the lessees. Grantor will not cancel, surrender, terminate, or materially alter, amend or modify any Leases, release any party liable thereunder or consent to the assignment of the interests of any lessees without the prior written consent of Grantee which consent will not be unreasonably withheld; and Grantee will be deemed to have consented to any such items if Grantee fails to object thereto within 5 days of receipt of a written request for Grantee's consent.
Duties of Grantor. Grantor shall have the duty (a) to prosecute diligently any trademark application that is part of the Trademarks pending as of the date hereof or thereafter until the Obligations shall have been paid in full, (b) to make applications on trademarks, as appropriate, (c) to preserve and maintain all rights in the Trademarks and other Collateral; and (d) to monitor and enforce compliance with the terms of this Agreement. Any expenses incurred in connection with such applications shall be borne by Grantor. Grantor agrees to retain an experienced trademark attorney for the filing and prosecution of all such applications and other proceedings. Grantor shall not abandon any right to file a trademark application in any country in the Territory (or in the United States if UCC’s rights depend on filings in the United States), without the prior written consent of UCC, which consent shall not be unreasonably withheld or delayed. If Grantor fails to comply with any of the foregoing duties, UCC shall, in addition to any other remedies available hereunder or at law or equity, have the right (but shall not be obligated) to do so in TCAP’s name to the extent permitted by law, but at Grantor’s expense, and Grantor hereby agrees to reimburse UCC in full for all reasonable expenses, including the reasonable fees and disbursements of counsel incurred by UCC in protecting, defending and maintaining the Collateral. In the event that Grantor shall fail to pay when due any fees required to be paid by it hereunder, or shall fail to discharge any lien prohibited hereby, or shall fail to comply with any other duty hereunder, UCC may, but shall not be required to, pay, satisfy, discharge or bond the same for the account of the Grantor, and all monies so paid out shall be Obligations of Grantor repayable on demand, together with interest at the rate set forth in the Note. Notwithstanding the foregoing, Grantor shall be expressly excused from liability for failure to fulfill its obligations under this Section 9, to the extent UCC’s actions or non-use on or before June 26, 2006, are found to be the sole cause for such liability.
Duties of Grantor. Grantor shall have the duty to the extent desirable in the conduct of Grantor’s business and consistent with Grantor’s current business practices or Grantor’s reasonable business judgment: (i) to prosecute diligently any trademark applications or registrations or service xxxx applications or registrations that are part of the Trademarks pending as of the date hereof or thereafter until the termination of this Agreement; (ii) to make applications for trademarks and service marks as Grantor deems appropriate; (iii) to take reasonable steps to preserve and maintain all of Grantor’s rights in the trademark and service xxxx applications and trademark and service xxxx registrations that are part of the Trademarks; (iv) to take appropriate actions and to file certain documents to prevent or to cure the abandonment, lapse, or cancellation of any application or registration of the Trademarks, or to prevent or to cure liability to any claim of abandonment for non-use or otherwise of the Trademarks, except as agreed to by the parties; and (v) obtain any consents, waivers or agreements necessary to enable Grantee to exercise its remedies with respect to any and all Trademark Collateral. Any expenses incurred in connection with the foregoing shall be borne by Grantor. Grantor shall not abandon any trademark or service xxxx which is the subject of a registration or application therefor and which is or shall be, in the Grantor’s reasonable business judgment necessary or economically desirable to the operation of Grantor’s business. Grantor agrees to retain an experienced trademark attorney for the filing and prosecution of all such applications and other proceedings. Grantee shall have no duty with respect to the Trademarks and Licenses. Without limiting the generality of the foregoing, Grantee shall not be under any obligation to take any steps necessary to preserve rights in the Trademarks or Licenses against any other parties, but may do so at its option during the continuance of a Default, and all expenses incurred in connection therewith shall be for the sole account of Grantor and added to the Indebtedness secured thereby.
