Foreign Intellectual Property. The Sellers agree to use commercially reasonable efforts to take, or cause to be taken, all actions, as any of the Buyers may reasonably request or as may be otherwise necessary to assist with the registration and transfer of all foreign trademarks included in the Acquired Assets, all at the Buyers’ sole cost and expense.
Foreign Intellectual Property. No Intellectual Property registered in a jurisdiction outside of the United States of America is material to the business of any Obligor. 2.11
Foreign Intellectual Property. If as of the last day of any fiscal quarter of the Parent, net revenues from sales in jurisdictions outside the United States of America during the four fiscal quarter period ended on such date exceeds 5% of the total net revenues of the Parent and its Subsidiaries for such period, the Borrower and each Guarantor shall promptly execute and deliver such documents and do such acts and things as the Administrative Agent or the Required Lenders may reasonably request in order to provide for or perfect Liens on all patents, patent licenses, trademarks, trademark licenses and other intellectual property in each case registered in the applicable jurisdictions giving rise to such net revenues; provided, however, that no such grant or perfection of Liens shall be required with respect to any single jurisdiction giving rise to net revenues less than $100,000 in such four fiscal quarter period.
Foreign Intellectual Property. Attached hereto as Schedule 11A is a true and complete schedule setting forth all of each Loan Party’s non-U.S. Patents and Patent applications, Trademark registrations and Trademark applications, including the name of the registered owner and the application/registration number, as applicable, of each non-U.S. issued Patent, Patent application, Trademark registration and Trademark application owned by any Loan Party. Attached hereto as Schedule 11B is a true and complete schedule setting forth all of each Loan Party’s non-U.S. Copyright registrations and applications, including the name of the registered owner and the application/registration number of each such non-U.S. Copyright registration owned by any Loan Party.
Foreign Intellectual Property. No Grantor shall be responsible for any costs or expenses, legal or otherwise, incurred by the Collateral Agent in connection with the perfection of the security interest created hereby in foreign Intellectual Property Collateral and Intellectual Property Licenses, for registrations and filings in jurisdictions located outside of the United States or covering rights in such jurisdictions relating to such foreign Intellectual Property Collateral and Intellectual Property Licenses.
Foreign Intellectual Property. Section 6.01(p) of the ----------------------------- Credit Agreement is hereby amended to read in its entirety as follows:
Foreign Intellectual Property. The Seller agree to use commercially reasonably efforts to take, or cause to be taken, all actions, as any of the Buyers may reasonably request or as may be otherwise necessary to assist with the registration and transfer of all foreign Acquired Intellectual Property. In furtherance of this obligation, the Seller shall reimburse Buyers for 30% of the costs of the registration and transfer of all foreign Acquired Intellectual Property, subject to a cap of $20,000.
Foreign Intellectual Property. Section 22(b) of the Master Lease is hereby amended by inserting the following at the end thereof: “Without limitation of the foregoing, the Company covenants and agrees that it will not enter into (and will not suffer or permit any of its Wholly-Owned Subsidiaries to enter into) any agreement or understanding (each, a ‘Restrictive Agreement’) with any Person other than Arabica or the Reference Bank which could prohibit or restrict in any manner the right of the Company or any such Wholly-Owned Subsidiary to grant to Arabica or to the Reference Bank any Lien on any of its Intellectual Property arising under laws other than those of the United States, whether such Intellectual Property is now owned or hereafter acquired. The Company represents and warrants that, at the date of this Agreement, neither the Company nor any such Wholly-Owned Subsidiary is party to any such Restrictive Agreement.”
Foreign Intellectual Property. To the extent that the neither Administrative Agent has a security interest on all or any portion of the intellectual property of any Loan Party after the Effective Date, such Loan Party, if requested by any Administrative Agent, agrees, from time to time, to take all actions necessary to provide to such Administrative Agent a first priority Lien in such intellectual property (wherever located or registered) to the extent so requested and to execute such agreements, certificates, schedules and documents with respect to the intellectual property owned by it and any information required in connection with the filing or recordation of the Lien in favor of such Administrative Agent in such intellectual property.
Foreign Intellectual Property. Section 7.3 of the Credit Agreement is hereby amended by inserting the following at the end thereof: “Without limitation of the foregoing, the Borrower covenants and agrees that it will not enter into (and will not suffer or permit any of its Subsidiaries to enter into) any agreement or understanding (each, a ‘Restrictive Agreement‘) with any Person other than the Administrative Agent which could prohibit or restrict in any manner the right of the Borrower or any such Subsidiary to grant to the Administrative Agent any Lien on any of its Intellectual Property arising under laws other than those of the United States, whether such Intellectual Property is now owned or hereafter acquired. The Borrower represents and warrants that, at the date of this Agreement, neither the Borrower nor any such Subsidiary is party to any such Restrictive Agreement.”
