Common use of Duties of Grantor Clause in Contracts

Duties of Grantor. Grantor shall have the duty to take any such actions as may be deemed necessary or appropriate by Grantor in its reasonable business judgment, to: (i) prosecute diligently any trademark application or service xxxx application that is part of the Trademarks pending as of the date hereof or hereafter until the termination of this Agreement, and (ii) make application for trademarks or service marks. Grantor further agrees to use its best efforts to maintain in full force and effect the Trademarks and the Licenses that in Grantor's reasonable business judgment are or shall be necessary or economically desirable in the operation of Grantor's business. Notwithstanding the foregoing provisions of this Section 10 or any other provision of this Agreement, Grantor shall have the right to discontinue use or prosecution of any application or registration for any Trademark where such discontinuance is deemed necessary or desirable by Grantor in the exercise of its reasonable business judgment. Any expenses incurred in connection with the foregoing shall be borne by Grantor. Neither the Administrative Agent nor any of the Holders of Secured Obligations shall have any duty with respect to the Trademarks and Licenses. Without limiting the generality of the foregoing, neither the Administrative Agent nor any of the Holders of Secured Obligations shall be under any obligation to take any steps necessary to preserve rights in the Trademarks or Licenses against any other parties, but the Administrative Agent may do so at its option from and after the occurrence of a Default, and all expenses incurred in connection therewith shall be for the sole account of Grantor and shall be added to the Secured Obligations secured hereby.

Duties of Grantor. Grantor shall have the duty to take any such actions as may be deemed necessary the extent desirable in the conduct of Grantor’s business and consistent with Grantor’s current business practices or appropriate by Grantor in its Grantor’s reasonable business judgment, to: (i) to prosecute diligently any trademark application applications or registrations or service xxxx application applications or registrations that is are part of the Trademarks pending as of the date hereof or hereafter thereafter until the termination of this Agreement, and ; (ii) to make application applications for trademarks or and service marks. marks as Grantor further agrees deems appropriate; (iii) to use its best efforts take reasonable steps to preserve and maintain in full force and effect the Trademarks and the Licenses that in all of Grantor's reasonable business judgment are or shall be necessary or economically desirable ’s rights in the operation trademark and service xxxx applications and trademark and service xxxx registrations that are part of Grantor's business. Notwithstanding the foregoing provisions of this Section 10 Trademarks; (iv) to take appropriate actions and to file certain documents to prevent or any other provision of this Agreementto cure the abandonment, Grantor shall have the right to discontinue use lapse, or prosecution 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 where such discontinuance is deemed necessary or desirable by Grantor in the exercise of its reasonable business judgmentCollateral. Any expenses incurred in connection with the foregoing shall be borne by Grantor. Neither Grantor shall not abandon any trademark or service xxxx which is the Administrative Agent nor any subject of a registration or application therefor and which is or shall be, in the Holders Grantor’s reasonable business judgment necessary or economically desirable to the operation of Secured Obligations 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 any no duty with respect to the Trademarks and Licenses. Without limiting the generality of the foregoing, neither the Administrative Agent nor any of the Holders of Secured Obligations 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 the Administrative Agent may do so at its option from and after during the occurrence continuance of a Default, and all expenses incurred in connection therewith shall be for the sole account of Grantor and shall be added to the Secured Obligations Indebtedness secured herebythereby.

Duties of Grantor. Grantor shall have the duty to take any such actions as may be deemed necessary the extent desirable in the conduct of Grantor’s business and consistent with Grantor’s current business practices or appropriate by Grantor in its Grantor’s reasonable business judgment, to: (i) to prosecute diligently any trademark application or service xxxx patent application that is part of the Trademarks Patents pending as of the date hereof or hereafter thereafter until the termination of this Agreement, and ; (ii) to make application for trademarks or service marks. on such unpatented but patentable inventions as Grantor further agrees deems appropriate; (iii) to use its best efforts take reasonable steps to preserve and maintain in full force and effect the Trademarks and the Licenses that in all of Grantor's reasonable business judgment are or shall be necessary or economically desirable ’s rights in the operation patent applications and patents that are part of Grantor's business. Notwithstanding the foregoing provisions of this Section 10 Patents and (iv) obtain any consents, waivers or agreements necessary to enable Grantee to exercise its remedies with respect to any other provision of this Agreement, Grantor shall have the right to discontinue use or prosecution of any application or registration for any Trademark where such discontinuance is deemed necessary or desirable by Grantor in the exercise of its reasonable business judgmentand all Patent Collateral. Any expenses incurred in connection with the foregoing shall be borne by Grantor. Neither Grantor shall not abandon any right to file a patent application or any pending patent application or patent which is or shall be, in the Administrative Agent nor any Grantor’s reasonable business judgment, necessary or economically desirable to the operation of Grantor’s business. Grantor agrees to retain an experienced patent attorney for the Holders filing and prosecution of Secured Obligations all such applications and other proceedings. Grantee shall have any no duty with respect to the Trademarks Patents and Licenses. Without limiting the generality of the foregoing, neither the Administrative Agent nor any of the Holders of Secured Obligations Grantee shall not be under any obligation to take any steps necessary to preserve rights in the Trademarks Patents or Licenses against any other parties, but the Administrative Agent may do so at its option from and after during the occurrence continuance of a Default, and all expenses incurred in connection therewith shall be for the sole account of Grantor and shall be added to the Secured Obligations Indebtedness secured herebythereby.

Duties of Grantor. Grantor shall have the duty to take any such actions as may be deemed necessary the extent desirable in the conduct of Grantor’s business and consistent with Grantor’s current business practices or appropriate by Grantor in its Grantor’s reasonable business judgment, to: (i) to prosecute diligently any trademark application applications or registrations or service xxxx application applications or registrations that is are part of the Trademarks pending as of the date hereof or hereafter thereafter until the termination of this Agreement, and ; (ii) to make application applications for trademarks or and service marks. marks as Grantor further agrees deems appropriate; (iii) to use its best efforts take reasonable steps to preserve and maintain all of Grantor’s rights in full force the trademark and effect 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 Licenses that in Grantor's reasonable business judgment are abandonment, lapse, or shall be necessary or economically desirable in the operation of Grantor's business. Notwithstanding the foregoing provisions of this Section 10 or any other provision of this Agreement, Grantor shall have the right to discontinue use or prosecution 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) to obtain any consents, waivers or agreements necessary to enable Grantee to exercise its remedies with respect to any and all Trademark where such discontinuance is deemed necessary or desirable by Grantor in the exercise of its reasonable business judgmentCollateral. Any expenses incurred in connection with the foregoing shall be borne by Grantor. Neither Grantor shall not abandon any trademark or service xxxx which is the Administrative Agent nor any subject of a registration or application therefor and which is or shall be in the Holders Grantor’s reasonable business judgment necessary or economically desirable to the operation of Secured Obligations Grantor’s business. Grantee shall have any no duty with respect to the Trademarks and Licenses. Without limiting the generality of the foregoing, neither the Administrative Agent nor any of the Holders of Secured Obligations 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 the Administrative Agent may do so at its option from and after during the occurrence continuance of a Default, and all expenses incurred in connection therewith shall be for the sole account of Grantor and shall be added to the Secured Obligations Indebtedness secured herebythereby.

Duties of Grantor. Each Grantor shall have agrees to: (i) prosecute in accordance with its reasonable business judgment any copyright application included in the duty Copyrights, (ii) upon an Event of Default, make application for registration of such uncopyrighted but copyrightable material owned by such Grantor as the Lender reasonably deems appropriate, (iii) place notices of copyright on all copyrightable property produced or owned by such Grantor embodying the Copyrights and cause its licensees to take any such actions as may be deemed necessary or appropriate by Grantor do the same, (iv) file and prosecute opposition and cancellation proceedings in its reasonable business judgment, to: (i) prosecute diligently any trademark application or service xxxx application that is part of the Trademarks pending as of the date hereof or hereafter until the termination of this Agreement, and (iiv) make application for trademarks or service marks. Grantor further agrees to use take all action necessary in its best efforts to maintain in full force and effect the Trademarks and the Licenses that in Grantor's reasonable business judgment to preserve and maintain all of such Grantor’s rights in those Copyrights that are or shall be necessary or economically desirable in the operation of such Grantor's ’s business. Notwithstanding the foregoing provisions , including making timely filings for renewals and extensions of this Section 10 or any other provision of this Agreement, Grantor shall have the right to discontinue registered Copyrights and diligently monitoring unauthorized use or prosecution of any application or registration for any Trademark where such discontinuance is deemed necessary or desirable by Grantor in the exercise of its reasonable business judgmentthereof. Any expenses incurred in connection with the foregoing shall be borne by Grantorthe Grantors. Neither Each Grantor shall give proper statutory notice in connection with its use of each Copyright to the Administrative Agent nor extent necessary for the protection thereof. Each Grantor shall notify the Lender of any suits it commences to enforce any Copyright and shall provide the Lender with copies of any documents requested by the Holders of Secured Obligations Lender relating to such suits. The Lender shall not have any duty with respect to the Trademarks Copyrights other than to act lawfully and Licenseswithout gross negligence or willful misconduct. Without limiting the generality of the foregoing, neither the Administrative Agent nor any of the Holders of Secured Obligations Lender shall not be under any obligation to take any steps necessary to preserve rights in the Trademarks or Licenses Copyrights against any other partiesparty, but the Administrative Agent Lender may do so at its option from and after upon the occurrence and during the continuance of a an Event of Default, and all reasonable expenses incurred in connection therewith shall be for the sole account of such Grantor and shall be added to the Secured Obligations secured herebyObligations.

Duties of Grantor. Grantor shall have the duty (a) to take any such actions as may be deemed necessary or appropriate by Grantor in its reasonable business judgment, to: (i) prosecute diligently any trademark application or service xxxx application that is part of the Trademarks pending as of the date hereof or hereafter thereafter until the termination 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, and (ii) make application for trademarks or service marks. Grantor further agrees to use its best efforts to maintain in full force and effect the Trademarks and the Licenses that in Grantor's reasonable business judgment are or shall be necessary or economically desirable in the operation of Grantor's business. Notwithstanding the foregoing provisions of this Section 10 or any other provision of this Agreement, Grantor shall have the right to discontinue use or prosecution of any application or registration for any Trademark where such discontinuance is deemed necessary or desirable by Grantor in the exercise of its reasonable business judgment. Any expenses incurred in connection with the foregoing such applications shall be borne by Grantor. Neither Grantor agrees to retain an experienced trademark attorney for the Administrative Agent nor 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 Holders of Secured Obligations foregoing duties, UCC shall, in addition to any other remedies available hereunder or at law or equity, have the right (but shall have any duty with respect not be obligated) to do so in TCAP’s name to the Trademarks extent permitted by law, but at Grantor’s expense, and LicensesGrantor 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. Without limiting In the generality 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, neither the Administrative Agent nor any of the Holders of Secured Obligations Grantor shall be expressly excused from liability for failure to fulfill its obligations under any obligation this Section 9, to take any steps necessary the extent UCC’s actions or non-use on or before June 26, 2006, are found to preserve rights in the Trademarks or Licenses against any other parties, but the Administrative Agent may do so at its option from and after the occurrence of a Default, and all expenses incurred in connection therewith shall be for the sole account of Grantor and shall be added to the Secured Obligations secured herebycause for such liability.