Duties of the Borrower. The Borrower shall have the duty (i) 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, (ii) to make applications on trademarks, as appropriate, and (iii) to preserve and maintain all rights in trademark applications, trademarks, trademark registrations, service marks, and service xxxx registrations, that are part of the Trademarks except, in the case of (i) or (iii), where the failure to do so would not have or be reasonably expected to have a Material Adverse Effect. Any expenses incurred in connection with such applications shall be borne by the Borrower. The Borrower agrees to retain an experienced trademark attorney for the filing and prosecution of all such applications and other proceedings. The Borrower shall not abandon any right to file a trademark application in the United States or any pending trademark application in any country without the prior written consent of the Agent except as would not have or be reasonably expected to have a Material Adverse Effect. If the Borrower fails to comply with any of the foregoing duties, the Agent shall have the right (but shall not be obligated) to do so in the Borrower's name to the extent permitted by law, but at the Borrower's expense, and the Borrower hereby agrees to reimburse the Agent in full for all expenses, including the fees and disbursements of counsel incurred by the Agent in protecting, defending and maintaining the Collateral. In the event that the Borrower 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, the Agent may, but shall not be required to, pay, satisfy, discharge or bond the same for the account of the Borrower, and all monies so paid out shall be Obligations of the Borrower repayable on demand, together with interest at the fluctuating rate applicable to Base Rate Loans under the Credit Agreement.
Duties of the Borrower. The Borrower shall have the duty, to the extent desirable in the normal conduct of the Borrower's business, to: (i) prosecute diligently any material 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 on unpatented but patentable inventions. The Borrower further agrees (i) not to abandon any Patent or License if such abandonment could reasonably be expected to have a Material Adverse Effect without the prior written consent of the Collateral Agent, and (ii) to use its reasonable best efforts to obtain and maintain in full force and effect the Patents and the Licenses that are or shall be necessary or economically desirable in the operation of the Borrower's business. Any expenses incurred in connection with the foregoing shall be borne by the Borrower. None of the Agents or the Lenders shall have any duty with respect to the Patents and Licenses. Without limiting the generality of the foregoing, none of the Agents or the Lenders shall be under any obligation to take any steps necessary to preserve rights in the Patents or Licenses against any other parties, but the Collateral Agent may do so at its option from and after the occurrence of an Event of Default, and all expenses incurred in connection therewith shall be for the sole account of the Borrower and shall be added to the Liabilities secured hereby.
Duties of the Borrower. The Borrower shall treat the Objects with care. This shall include in particular appropriate safekeeping, day-to-day monitoring of the condition of the Objects, and protection against unauthorized access. There shall be no alterations to or interference with the Objects. Cleaning shall be restricted to removal of dust, which shall be carried out expertly and with all care. Any more extensive measures shall require the approval of the Lender. If the Borrower wishes to deliver the Objects to third parties for the purpose of exhibition, this shall require the consent of the Lender. The Borrower may make representations, reproductions, and copies of all kinds including photographs and film and video recordings only with the Xxxxxx’s express consent in writing. The clarification of image rights with the VG Bild-Kunst shall be under the sole responsibility and obligation of the Borrower. The Borrower exempts the Lender from any claims of the VG Bild-Kunst connected with the Borrower’s listed utilizations.
Duties of the Borrower. The Borrower shall, (i) prosecute diligently any patent application that is part of the Patents pending as of the date hereof or thereafter until the termination of this Agreement, (ii) make application on unpatented but patentable inventions as the Borrower deems appropriate, and (iii) take all take reasonable steps to preserve and maintain all of the Borrower's rights in the Patents and Licenses, including, without limitation, making timely filings with the United States Patent and Trademark Office or any similar office or agency in any state, province or country for renewals and extensions and diligently monitoring unauthorized use thereof. Anything herein to the contrary notwithstanding, (a) the Borrower shall remain liable under the contracts and agreements included in the Licenses to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed, (b) the exercise by the Lender of any of the rights hereunder shall not release the Borrower from any of its duties or obligations under the contracts and agreements included in the Licenses, and (c) the Lender shall not have any obligation or liability under the contracts and agreements included in the Licenses by reason of this Agreement, nor shall the Lender be obligated to perform any of the obligations or duties of the Borrower thereunder. Any expenses incurred in connection with the foregoing shall be borne by the Borrower.
Duties of the Borrower. (a) The Borrower shall (i) prosecute diligently any copyright application that is part of the Copyrights pending as of the Closing Date or thereafter until this Agreement has terminated, (ii) make application on copyrights as the Borrower reasonably determines to be appropriate, (iii) take all reasonable steps to preserve and maintain all rights in copyright applications, copyrights, and copyright registrations that are part of the Copyrights; (iv) not abandon any right to file a copyright application nor any pending copyright application if the value thereof could reasonably be expected to justify the cost of obtaining such copyright, and (v) not abandon any Copyright without the consent of the Agent. Any expenses incurred in connection with the applications referred to in this Section 8 shall be borne by the Borrower. The Borrower agrees to retain an experienced copyright attorney for the filing and prosecution of all such applications and other proceedings.
(a) The Borrower shall maintain the security interests created in favor of the Agent, for the ratable benefit of the Banks, in the Collateral pursuant to this Agreement as valid and duly perfected first priority security interests and shall defend such security interests against claims and demands of
Duties of the Borrower. 6.3.1. The Borrower is required to take all possible measures to ensure that the car is kept safe the moment of its receipt and by the time of its return to the Lender.
6.3.2. Do not enter into sub-contract Agreements, not to transfer the right to use the Rental subject to the third people.
6.3.3. Check the general condition of the item of lease, the complete set, the serviceability of the car, the exterior body view, fuel quantity, other parameters and characteristics of the car before signing the Acceptance Act - transfer to the rental and prevent the Lender in the event of defects.
6.3.4. The Borrower is obligated to pay for the use of the item on time and in full, to pay a guarantee payment. In case of prolongation of the Agreement, the amount of payment for the use of the item for the past time does not change (is not converted, depending on the fluctuations of the dollar against the hryvnia).
6.3.5. To assist the Lender in the implementation of the Lender's rights, in accordance with the terms of this Agreement (to provide timely reliable information on the location of the car; at the request of the Lender, to change the location of the car to ensure the display of the car in the tracking system, etc.).
6.3.6. Strictly adhere to the Rules of the road of Ukraine, as well as the provided speed regime.
Duties of the Borrower. In the event that the Lender exercises any of its rights in subsection (a) above, the Borrower will:
(i) make no material change to the terms of any account that constitutes part of the Collateral hereunder without the prior written permission of the Lender;
(ii) on demand, make available in form acceptable to the Lender shipping documents and delivery receipts evidencing the shipment of goods which gave rise to an account that constitutes part of the Collateral hereunder, completion certificates, or other proof of the satisfactory performance of services which gave rise to an account that constitutes part of the Collateral hereunder, copies of the invoices for an account, and the Borrower's copy of any written contract or order from which an account that constitutes part of the Collateral hereunder arose; and
(iii) when requested, regularly advise the Lender whenever an Account Debtor returns or refuses to retain any goods, the sale or lease of which gave rise to an account that constitutes a part of the Collateral hereunder, and of any delay in delivery or performance, or claims made, in regard to any account that constitutes part of the Collateral hereunder, and will comply with any instructions which the Lender may give regarding the sale or other disposition of such returns.
Duties of the Borrower. The Borrower shall have the duty (i) 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, (ii) to make applications on trademarks, as appropriate, and (iii) to preserve and maintain all rights in trademark applications, trademarks, trademark registrations, service marks, and service mark registrations, that are part of the Trademarks xxxxpt, in the case of (i) or (iii), where the failure to do so would not have or be reasonably expected to have a Material Adverse Effect. Any expenses incurred in connection with such applications shall be borne by the Borrower. The Borrower agrees to retain an experienced trademark attorney for the filing and prosecution of all such applications and other
Duties of the Borrower. The Borrower shall have the duty (a) to, in a commercially reasonable manner, prosecute diligently any application for Copyrights pending as of the date hereof or thereafter, until the Obligations have been paid in full, (b) to make application on Copyrights as customary and appropriate in the operation of the Borrower's business, (c) to file and prosecute opposition and cancellation proceedings as customary and appropriate in the operation of the Borrower's business, and (d) to preserve and maintain, in a commercially reasonable manner, all rights in applications for registrations of Copyrights. Any expenses incurred in connection with such applications shall be borne by the Borrower. The Borrower shall not abandon any right to file an application for a Copyright without the consent of the Bank, which consent shall not be unreasonably withheld.
Duties of the Borrower. (a) The servicing, administering and collection of the Collateral shall be conducted by the Borrower, Collateral Administrator pursuant to the Collateral Administration Agreement and the Custodian pursuant to the Custodian Agreement. The Borrower may, with the prior written consent of the Administrative Agent, subcontract with any other Person for servicing, administering or collecting the Collateral; provided that (i) the Borrower shall select any such Person with reasonable care and shall be solely responsible for the fees and expenses payable to such Person, (ii) the Borrower shall not be relieved of, and shall remain liable for, the performance of the duties and obligations of the Borrower pursuant to the terms hereof without regard to any subcontracting arrangement and (iii) any such subcontract shall be subject to the provisions hereof.
