Grant of Security Interest in Patent Collateral. As security for the payment or performance in full of the Obligations, each Grantor, pursuant to and in accordance with the Security Agreement, did and hereby pledges and grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a lien and security interest in and to all of such Grantor’s right, title and interest in, to and under the following assets and properties, whether now owned or at any time hereafter created or acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title, or interest, but not including any Excluded Assets (collectively, the “Patent Collateral”): (a) all of its United States and foreign patents and certificates of invention, or similar industrial property rights, and applications for any of the foregoing, including, but not limited to: (i) each patent and patent application, (ii) all reissues, divisions, continuations, continuations-in-part, extensions, renewals, and reexaminations thereof, (iii) all rights corresponding thereto throughout the world, (iv) all inventions and improvements described therein, (v) all rights to xxx for past, present and future infringements thereof, (vi) all claims, damages, and proceeds of suit arising therefrom, and (vii) all Proceeds of the foregoing, now and hereinafter due and/or payable thereunder, including, without limitation, royalties, income, payments, claims, damages, and proceeds of suit (“Patents”), including, but not limited to each patent and patent application referred to on Schedule I attached hereto (as such schedule may be amended or supplemented from time to time).
Appears in 5 contracts
Samples: Second Lien Credit and Guaranty Agreement (Bz Intermediate Holdings LLC), Pledge and Security Agreement (Boise Inc.), Pledge and Security Agreement (Boise Inc.)
Grant of Security Interest in Patent Collateral. As security for the payment or performance when due (whether at stated maturity, by acceleration or otherwise), as the case may be, in full of the Secured Obligations, each GrantorGrantor hereby pledges to the Collateral Agent, pursuant to its successors and in accordance with permitted assigns, for the Security Agreementbenefit of the Secured Parties, did and hereby pledges and grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a lien and security interest in and to all of such Grantor’s right, title title, and interest in, in or to any and under all of the following assets and properties, whether Intellectual Property now owned or at any time hereafter created or acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title, title or interest, but not including any Excluded Assets interest (collectively, the “Patent Collateral”):
(a) all letters patent of its the United States and foreign patents and certificates of inventionor the equivalent thereof in any other country or jurisdiction, or similar industrial property rightsincluding those listed on Schedule I, and all applications for any letters patent of the foregoingUnited States or the equivalent thereof in any other country or jurisdiction, including, but not limited to: including those listed on Schedule I;
(i) each patent and patent application, (iib) all provisionals, reissues, divisionsextensions, continuations, divisions, continuations-in-part, extensions, renewalsreexaminations or revisions thereof, and reexaminations thereofthe inventions disclosed or claimed therein, including the right to make, use, import and/or sell the inventions disclosed or claimed therein;
(iiic) all rights corresponding thereto throughout the worldclaims for, (iv) all inventions and improvements described therein, (v) all rights to xxx for pastfor, present and past or future infringements thereof, of any of the foregoing; and
(vid) all claimsincome, damagesroyalties, damages and proceeds of suit arising therefrom, payments now or hereafter due and (vii) all Proceeds payable with respect to any of the foregoing, now including damages and hereinafter due and/or payable thereunder, including, without limitation, royalties, income, payments, claims, damages, and proceeds of suit (“Patents”), including, but not limited to each patent and patent application referred to on Schedule I attached hereto (as such schedule may be amended payments for past or supplemented from time to time)future infringement thereof.
Appears in 4 contracts
Samples: Third Lien Notes Collateral Agreement (Neiman Marcus Group LTD LLC), Second Lien Notes Collateral Agreement (Neiman Marcus Group LTD LLC), Guarantee and Collateral Agreement (Neiman Marcus Group LTD LLC)
Grant of Security Interest in Patent Collateral. As security for the payment or performance when due (whether at stated maturity, by acceleration or otherwise), as the case may be, in full of the Secured Obligations, each GrantorGrantor hereby pledges to the Collateral Agent, pursuant to its successors and in accordance with permitted assigns, for the Security Agreementratable benefit of the Secured Parties, did and hereby pledges and grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a lien and security interest in and to all of such Grantor’s right, title title, and interest in, in or to any and under all of the following assets and properties, whether Intellectual Property now owned or at any time hereafter created or acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title, title or interest, but not including any Excluded Assets interest (collectively, the “Patent Collateral”):), including:
(a) all of its Patents issued or applied for in the United States and foreign patents and certificates of inventionStates, or similar industrial property rights, and applications for any of the foregoing, including, but not limited to: including those listed on Schedule I;
(i) each patent and patent application, (iib) all provisionals, reissues, divisionsextensions, continuations, divisions, continuations-in-part, extensions, renewalsreexaminations or revisions thereof, and reexaminations thereofthe inventions disclosed or claimed therein, including the right to make, use, import and/or sell the inventions disclosed or claimed therein;
(iiic) all rights corresponding thereto throughout the worldclaims for, (iv) all inventions and improvements described therein, (v) all rights to xxx for pastfor, present and past or future infringements thereof, of any of the foregoing; and
(vid) all claimsincome, damagesroyalties, damages and proceeds of suit arising therefrom, payments now or hereafter due and (vii) all Proceeds payable with respect to any of the foregoing, now including damages and hereinafter due and/or payable thereunder, including, without limitation, royalties, income, payments, claims, damages, and proceeds of suit (“Patents”), including, but not limited to each patent and patent application referred to on Schedule I attached hereto (as such schedule may be amended payments for past or supplemented from time to time)future infringement thereof.
Appears in 3 contracts
Samples: Term Loan Guarantee and Collateral Agreement, Abl Guarantee and Collateral Agreement (Impax Laboratories, LLC), Term Loan Guarantee and Collateral Agreement (Amneal Pharmaceuticals, Inc.)
Grant of Security Interest in Patent Collateral. As collateral security for the payment or and performance in full of the all Secured Obligations, each Grantor, pursuant to and in accordance with the Security Agreement, did and Pledgor hereby pledges and grants to the Collateral Agent, its successors and assigns, Agent for the benefit of the Secured Parties, a lien on and security interest in and to all of such Grantor’s the right, title and interest of such Pledgor in, to and under the following assets property, wherever located, and properties, whether now owned existing or at any time hereafter created arising or acquired by such Grantor or in which such Grantor now has or at any from time in the future may acquire any right, title, or interest, but not including any Excluded Assets to time (collectively, the “Patent Collateral”):
(a) all of its patents and all patent applications (whether issued, allowed or filed in the United States and foreign or any other country or any trans-national patent registry) of such Pledgor now or hereafter, owned, filed or acquired by, or assigned to, such Pledgor, including the patents and certificates of inventionpatent applications listed on Schedule I attached hereto, or similar industrial property rights, together with any and applications for any of the foregoing, including, but not limited to: all (i) each patent rights and patent application, (ii) all reissues, divisions, continuations, continuations-in-part, extensions, renewals, privileges arising under applicable law with respect to the foregoing and reexaminations thereof, (iii) all rights corresponding thereto throughout the world, (ivii) all inventions inventions, discoveries, designs and improvements described or claimed therein, (viii) all reissues, divisions, continuations, reexaminations, extensions and continuations-in-part thereof and amendments thereto and (iv) rights to xxx for past, present and future infringements thereof, ; and
(vi) all claims, damages, and proceeds of suit arising therefrom, and (viib) all Proceeds of any and all of the foregoing. Notwithstanding anything to the contrary contained in clauses (a) and (b) above or otherwise set forth in this Patent Security Agreement, now and hereinafter due and/or payable thereunder, including, without limitation, royalties, income, payments, claims, damagesthe security interest created by this Patent Security Agreement shall not extend to, and proceeds of suit (the term “Patents”)Patent Collateral” shall not include, including, but not limited to each patent and patent application referred to on Schedule I attached hereto (as such schedule may be amended or supplemented from time to time)any Excluded Property.
Appears in 3 contracts
Samples: Security Agreement (Maxlinear Inc), Security Agreement (Xperi Holding Corp), Security Agreement (Maxlinear Inc)
Grant of Security Interest in Patent Collateral. As security for the payment or performance in full of the Obligations, each Grantor, pursuant to and in accordance with the Security Agreement, did and Each Grantor hereby pledges and grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a lien and security interest in and to all of such Grantor’s right, title and interest in, to and under the following assets and propertiesfollowing, whether now owned presently existing or at any time hereafter created or acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title, or interest, but not including any Excluded Assets (collectively, the “Patent Collateral”):
(a) all of its United States and foreign patents and certificates of invention, or similar industrial property rights, and applications for any of the foregoingforegoing (collectively, “Patents”), including, but not limited to: (i) each patent and patent applicationapplication referred to on Schedule I hereto (as such schedule may be amended or supplemented from time to time), (ii) all reissues, divisions, continuations, continuations-in-part, extensions, renewals, and reexaminations thereof, (iii) all rights corresponding thereto throughout the world, (iv) all inventions and improvements described therein, (v) all rights to xxx for past, present and future infringements thereof, (vi) all licenses, claims, damages, and proceeds of suit arising therefrom, and (vii) all Proceeds of the foregoing, now and hereinafter due and/or payable thereunder, including, without limitation, licenses, royalties, income, payments, claims, damages, and proceeds of suit and
(“Patents”), including, but not limited b) all agreements providing for the granting of any right in or to each patent and patent application Patents (whether such Grantor is licensee or licensor thereunder) including those referred to on Schedule I attached hereto (as such schedule may be amended or supplemented from time to timecollectively, “Patent Licenses”).
Appears in 2 contracts
Samples: Second Lien Credit and Guaranty Agreement (X Rite Inc), Pledge and Security Agreement (Aeroflex Inc)
Grant of Security Interest in Patent Collateral. As security for the payment or performance in full of the Obligations, each Grantor, pursuant to and in accordance with the Security Agreement, did and The Pledgor hereby pledges and grants to the Collateral Agent, its successors and assigns, Agent for the ratable benefit of the Secured Parties, Parties a lien Lien on and security interest in and to all of such Grantor’s the right, title and interest of the Pledgor in, to and under all following Pledged Collateral of the following assets and propertiesPledgor, in each case excluding Excluded Assets, whether now owned existing or at any time hereafter created arising or acquired by such Grantor or in which such Grantor now has or at any from time in the future may acquire any right, title, or interest, but not including any Excluded Assets to time (collectively, the “Patent Collateral”):
): all patents and patent applications (a) all of its whether issued or applied for), including the United States and foreign patents and certificates patent applications, listed on Schedule 1 attached hereto, together with any and all (i) rights and privileges arising under applicable Legal Requirements with respect to the use of invention, or similar industrial property rights, and applications for any of the foregoing, including, but not limited to: (i) each patent and patent application, (ii) all inventions and improvements described and claimed therein, (iii) reissues, substitutes, reexaminations, divisions, continuationsrenewals, extensions, continuations and continuations-in-partpart thereof and amendments thereto, extensions(iv) rights to proceeds, renewalsincome, fees, royalties, damages and reexaminations payments now or hereafter due and/or payable thereunder and with respect thereto including damages, claims and payments for past, present or future infringements or other violations thereof, (iiiv) all rights to xxx or otherwise recover for past, present or future infringements or other violations thereof and (vi) rights corresponding thereto throughout the world, (iv) all inventions and improvements described therein, (v) all rights to xxx for past, present and future infringements thereof, (vi) all claims, damages, and proceeds of suit arising therefrom, and (vii) all Proceeds of the foregoing, now and hereinafter due and/or payable thereunder, including, without limitation, royalties, income, payments, claims, damages, and proceeds of suit (“Patents”), including, but not limited to each patent and patent application referred to on Schedule I attached hereto (as such schedule may be amended or supplemented from time to time).
Appears in 2 contracts
Samples: First Lien Credit Agreement (SolarWinds Corp), Second Lien Credit Agreement (SolarWinds Corp)
Grant of Security Interest in Patent Collateral. As security for the payment or performance in full of the Obligations, each Grantor, pursuant to and in accordance with the Security Agreement, did and Each Grantor hereby pledges and grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a lien and security interest in and to continuing lien on all of such Grantor’s right, title and interest in, to and under the following assets and properties, whether now owned or at any time hereafter created or acquired by such Grantor or in which such Grantor now has or at any time all patents registered in the future may acquire any right, title, or interest, but not including any Excluded Assets (collectively, the “Patent Collateral”):
(a) all of its United States and foreign patents (and/or all applications therefor) and certificates of invention, inventions or similar industrial property rights, and applications for any of the foregoing, including, but not limited to: (i) each patent and patent applicationapplication referred to or required to be referred to on Schedule I hereto, (ii) all reissues, divisions, continuations, continuations-in-part, extensions, renewals, and reexaminations thereof, (iii) all rights corresponding thereto throughout the worldimprovements thereto, (iv) all inventions and improvements described therein, (v) all rights the right to xxx or otherwise recover for past, present and future infringements or other violations thereof, (vi) all claims, damages, and proceeds of suit arising therefrom, and (viiv) all Proceeds of the foregoing, now and hereinafter due and/or payable thereunder, including, without limitation, license fees, royalties, income, payments, claims, damages, and proceeds of suit now or hereafter due and/or payable with respect thereto, and (vi) all other rights of any kind accruing thereunder or pertaining thereto throughout the world, in each case whether now owned or existing or hereafter acquired, created or arising and wherever located (collectively, the “PatentsPatent Collateral”), including, but not limited to each patent and patent application referred to on Schedule I attached hereto (as such schedule may be amended or supplemented from time to time).
Appears in 2 contracts
Samples: Pledge and Security Agreement (Hologic Inc), Pledge and Security Agreement (Gen Probe Inc)
Grant of Security Interest in Patent Collateral. As security for the payment or performance in full of the Obligations, each Grantor, pursuant to and in accordance with the Security Agreement, did and (a) Each Grantor hereby pledges and grants to the Collateral Agent, its successors and assigns, Administrative Agent for the ratable benefit of the Secured Parties, Parties a lien and security interest in and to all the following property of such Grantor’s right, title in each case, wherever located and interest in, to and under the following assets and properties, whether now owned or at any time hereafter created or acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title, or interest, but not including any Excluded Assets title and interest (collectively, the “Patent Collateral”):
), as collateral security for the prompt and complete payment and performance when due (a) all of its United States and foreign patents and certificates of inventionwhether at the stated maturity, by acceleration, or similar industrial property rights, and applications for any otherwise) of the foregoing, including, but not limited to: such Grantor’s Obligations:
(i) each all letters patent and patent applicationof the United States, (ii) all reissues, divisions, continuations, continuations-in-part, extensions, renewals, and reexaminations any other country or any political subdivision thereof, (iii) all rights corresponding thereto throughout the world, (iv) reissues and extensions thereof and all inventions and improvements described therein, (v) all rights to xxx for past, present and future infringements thereof, (vi) all claims, damages, and proceeds of suit arising therefrom, and (vii) all Proceeds of the foregoing, now and hereinafter due and/or payable thereundergoodwill associated therewith, including, without limitation, royalties, income, payments, claims, damages, and proceeds any of suit (“Patents”), including, but not limited to each patent and patent application the foregoing referred to on in Schedule I attached hereto (as such schedule may be amended or supplemented from time to time), (ii) all applications for letters patent of the United States or any other country and all divisions, continuations and continuations-in-part thereof, including, without limitation, any of the foregoing referred to in Schedule I hereto (as such schedule may be amended or supplemented from time to time), and (iii) all rights to obtain any reissues or extensions of the foregoing (collectively, “Patents”),
(ii) all agreements, whether written or oral, providing for the grant by or to Grantor of any right to manufacture, use or sell any invention covered in whole or in part by a Patent, including, without limitation, any of the foregoing referred to in Schedule 1 hereto (collectively, “Patent Licenses”), and
(iii) to the extent not otherwise included, all Proceeds of any of the foregoing, provided that notwithstanding any other provision set forth in this Section 2, this Patent Security Agreement shall not, at any time, constitute a grant of a security interest in any property that is, at such time an Excluded Asset.
(b) Notwithstanding anything herein to the contrary, (i) each Grantor shall remain liable for all obligations under and in respect of the Patent Collateral and nothing contained herein is intended or shall be a delegation of duties to the Administrative Agent or any other Secured Party, (ii) each Grantor shall remain liable under and each of the agreements included in the Patent Collateral, including any Receivables, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, to perform all of the obligations undertaken by it thereunder all in accordance with and pursuant to the terms and provisions thereof and neither the Administrative Agent nor any other Secured Party shall have any obligation or liability under any of such agreements by reason of or arising out of this Patent Security Agreement or any other document related hereto nor shall the Administrative Agent nor any other Secured Party have any obligation to make any inquiry as to the nature or sufficiency of any payment received by it or have any obligation to take any action to collect or enforce any rights under any agreement included in the Patent Collateral, including any agreements relating to any Receivables, any Contracts or any agreements relating to Pledged Partnership Interests or Pledged LLC Interests and (iii) the exercise by the Administrative Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Patent Collateral, including any agreements relating to any Receivables, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests.
Appears in 2 contracts
Samples: First Lien Guarantee and Collateral Agreement (Edgen Murray LTD), Second Lien Guarantee and Collateral Agreement (Edgen Murray LTD)
Grant of Security Interest in Patent Collateral. As security for the payment or performance when due (whether at stated maturity, by acceleration or otherwise), as the case may be, in full of the Secured Obligations, each GrantorGrantor hereby pledges to the Collateral Agent, pursuant to its successors and in accordance with permitted assigns, for the Security Agreementbenefit of the applicable Secured Parties, did and hereby pledges and grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the applicable Secured Parties, a lien and security interest in and to all of such Grantor’s right, title title, and interest in, in or to any and under all of the following assets and properties, whether Intellectual Property now owned or at any time hereafter created or acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title, title or interest, but not including any Excluded Assets interest (collectively, the “Patent Collateral”):
(a) all letters patent of its the United States and foreign patents and certificates of inventionor the equivalent thereof in any other country or jurisdiction, or similar industrial property rightsincluding those listed on Schedule I, and all applications for any letters patent of the foregoingUnited States or the equivalent thereof in any other country or jurisdiction, including, but not limited to: including those listed on Schedule I;
(i) each patent and patent application, (iib) all provisionals, reissues, divisionsextensions, continuations, divisions, continuations-in-part, extensions, renewalsreexaminations or revisions thereof, and reexaminations thereofthe inventions disclosed or claimed therein, including the right to make, use, import and/or sell the inventions disclosed or claimed therein;
(iiic) all rights corresponding thereto throughout the worldclaims for, (iv) all inventions and improvements described therein, (v) all rights to xxx for pastfor, present and past or future infringements thereof, of any of the foregoing; and
(vid) all claimsincome, damagesroyalties, damages and proceeds of suit arising therefrom, payments now or hereafter due and (vii) all Proceeds payable with respect to any of the foregoing, now including damages and hereinafter due and/or payable thereunder, including, without limitation, royalties, income, payments, claims, damages, and proceeds of suit (“Patents”), including, but not limited to each patent and patent application referred to on Schedule I attached hereto (as such schedule may be amended payments for past or supplemented from time to time)future infringement thereof.
Appears in 1 contract
Samples: Term Loan Guarantee and Collateral Agreement (Neiman Marcus Group LTD LLC)
Grant of Security Interest in Patent Collateral. As In furtherance and as confirmation of the Security Interest granted by each of the Grantors to the Collateral Agent, its successors and assigns, for the ratable benefit of the Credit Parties, under the Security Agreements, and as further security for the payment or performance performance, as the case may be, in full of the its respective Secured Obligations, each Grantor, pursuant to and in accordance with the Grantor hereby ratifies such Security Agreement, did and hereby pledges Interest and grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Credit Parties, a lien and security interest in and to all of such Grantor’s right, title and interest in, to and under the following assets and properties, property of each Grantor whether now owned or at any time hereafter created or acquired by such Grantor now due, or in which such any Grantor now has or at any time in the future may acquire any right, titlean interest now, or interesthereafter acquired, but not including arising, or to become due, or in which any Excluded Assets Grantor obtains any interest and all products, Proceeds, substitutions, Accessions of or to the following property (collectively, the “Patent Collateral”):
(a) all of its United States and foreign patents and certificates of invention, or similar industrial property rights, and applications for any patents issued or pending under the laws of the foregoingUnited States, includingany other country, but not limited to: (i) each patent or any political subdivision thereof, and patent applicationthe inventions and improvements therein disclosed, (ii) and any and all divisions, revisions, reissues, divisions, continuations, continuations-in-part, extensions, renewals, and reexaminations thereof, of said patents including the patents and patent applications listed on EXHIBIT A annexed hereto and made a part hereof;
(iiib) all rights corresponding thereto throughout agreements to which a Grantor is a party, whether written or oral, providing for the world, grant by or to any Grantor of any right under any Patent;
(ivc) all inventions and improvements described therein, renewals of any of the foregoing;
(vd) all rights income, royalties, damages and payments now and hereafter due and/or payable under and with respect to any of the foregoing, including payments under all Licenses entered into in connection therewith and damages and payments for past or future infringements, misappropriations, dilutions or other violations thereof;
(e) the right to xxx for past, present and future infringements thereofinfringements, (vi) all claimsmisappropriations, damages, and proceeds dilutions or other violations of suit arising therefrom, and (vii) all Proceeds any of the foregoing, now and hereinafter due and/or payable thereunder, including, without limitation, royalties, income, payments, claims, damagesany money damages awarded or received by the Grantors on account of such suit (or the threat of such suit); and
(f) all of the Grantors’ rights of priority and protection corresponding to any of the foregoing throughout the world; provided however that the Patent Collateral shall not include, and proceeds the Security Interest and the security interest granted hereunder shall not attach to (a) any lease, license, contract or agreement to which any Grantor is a party (including any of suit its rights or interests thereunder) or any asset or property rights of such Grantor of any nature to the extent that the grant of such security interest shall constitute or result in (“Patents”)i) the abandonment, includinginvalidation or unenforceability of any right, but not limited title or interest of such Grantor under such lease, license, contract, agreement, asset or property right or result in such Grantor’s loss of use of such asset or property right or (ii) a breach or termination pursuant to each patent the terms of such lease, license, contract or agreement, or a default under, any such lease, license, contract, agreement or property right (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable Law (including the bankruptcy code) or principles of equity) and patent application referred (b) any lease, license, contract or agreement to on Schedule I attached hereto which any Grantor is a party (as including any of its rights or interests thereunder) or any asset or property right of any nature to the extent that any applicable Law prohibits the creation of a security interest thereon (other than to the extent that any such schedule may term would be amended rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or supplemented from time to time9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable Law or principles of equity).
Appears in 1 contract
Samples: Credit Agreement (Quiksilver Inc)
Grant of Security Interest in Patent Collateral. As security for the payment or performance in full of the Obligations, each Grantor, pursuant to and in accordance with the Security Agreement, did and Each Grantor hereby pledges and grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a lien and security interest in and to all of such Grantor’s 's right, title and interest in, to and under the following assets and propertiesfollowing, whether now owned presently existing or at any time hereafter created or acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title, or interest, but not including any Excluded Assets (collectively, the “"Patent Collateral”"):
(a) all of its United States and foreign patents and certificates of invention, or similar industrial property rights, and applications for any of the foregoingforegoing (collectively, "Patents"), including, but not limited to: (i) each patent and patent applicationapplication referred to on Schedule I hereto (as such schedule may be amended or supplemented from time to time), (ii) all reissues, divisions, continuations, continuations-in-part, extensions, renewals, and reexaminations thereof, (iii) all rights corresponding thereto throughout the world, (iv) all inventions and improvements described therein, (v) all rights to xxx for past, present and future infringements thereof, (vi) all licenses, claims, damages, and proceeds of suit arising therefrom, and (vii) all Proceeds of the foregoing, now and hereinafter due and/or payable thereunder, including, without limitation, licenses, royalties, income, payments, claims, damages, and proceeds of suit and
(“Patents”), including, but not limited b) all agreements providing for the granting of any right in or to each patent and patent application Patents (whether such Grantor is licensee or licensor thereunder) including those referred to on Schedule I attached hereto (as such schedule may be amended or supplemented from time to timecollectively, "Patent Licenses").
Appears in 1 contract
Samples: Credit and Guaranty Agreement (AbitibiBowater Inc.)
Grant of Security Interest in Patent Collateral. As security SECTION 2.1. Each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the payment or performance in full benefit of the ObligationsSecured Parties, each Grantor, pursuant to and in accordance with the Security Agreement, did and hereby pledges and grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a lien and security interest in and to (the “Security Interest”) in, all of such Grantor’s right, title and or interest in, to or under any and under all of the following assets and properties, whether properties now owned or at any time hereafter created or acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title, title or interest, but not including any Excluded Assets interest (collectively, the “Patent Collateral”):
(a) all letters patent of its the United States or the equivalent thereof in any other country, all registrations and foreign patents and certificates of invention, or similar industrial property rightsrecordings thereof, and all applications for any letters patent of the foregoingUnited States or the equivalent thereof in any other country, includingincluding registrations, but not limited to: (i) each patent recordings and patent applicationpending applications in the United States Patent and Trademark Office or any similar offices in any other country, including those listed on Schedule A attached hereto, (iib) all rights and privileges arising under applicable Law with respect to such Grantor’s use of any patents, (c) all inventions and improvements described and claimed therein, (d) all reissues, divisions, continuations, renewals, extensions and continuations-in-partpart thereof and amendments thereto, extensions(e) all income, renewalsfees, royalties, damages, claims and reexaminations payments now or hereafter due and/or payable with respect to any of the foregoing including damages and payments for past, present or future infringements thereof, (iiif) all rights corresponding thereto throughout the world, world and (ivg) all inventions and improvements described therein, (v) all rights to xxx for past, present and or future infringements thereof, (vi) all claims, damages, and proceeds of suit arising therefrom, and (vii) all Proceeds of the foregoing, now and hereinafter due and/or payable thereunder, including, without limitation, royalties, income, payments, claims, damages, and proceeds of suit (“Patents”), including, but not limited to each patent and patent application referred to on Schedule I attached hereto (as such schedule may be amended or supplemented from time to time).
Appears in 1 contract
Samples: First Lien Credit Agreement (Surgery Partners, Inc.)
Grant of Security Interest in Patent Collateral. As security for the payment or performance in full of the Obligations, each Grantor, pursuant to and in accordance with the Security Agreement, did and Each Grantor hereby pledges and grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a lien and security interest in and to all of the following property of such Grantor’s right, title in each case, wherever located and interest in, to and under the following assets and properties, whether now owned or at any time hereafter created or acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title, or interest, but not including any Excluded Assets title and interest (collectively, the “Patent Collateral”):), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration, or otherwise) of such Grantor’s Obligations:
(ai) all letters of its patent of the United States and foreign patents and certificates States, any other country, union of invention, countries or similar industrial property rights, and applications for any political subdivision of any of the foregoing, includingall reissues and extensions thereof, but not limited to: (i) each patent and patent application, including any of the foregoing listed on Schedule I hereto,
(ii) all reissues, applications for letters of patent of the United States or any other country or union of countries or any political subdivision of any of the foregoing and all divisions, continuations, continuations and continuations-in-part, extensions, renewals, and reexaminations part thereof, including any of the foregoing listed on Schedule I hereto,
(iii) all rights corresponding thereto throughout the worldright to, and to obtain, any reissues or extensions of the foregoing,
(iv) all inventions and improvements described therein, (v) all rights the right to xxx or otherwise recover for past, present and future infringements thereofinfringement of any of the foregoing, and
(vi) all claims, damages, and proceeds of suit arising therefrom, and (viiv) all Proceeds of the foregoing, now and hereinafter due and/or payable thereunder, including, without limitationincluding license fees, royalties, income, payments, claims, damages, damages and proceeds of suit (“Patents”)suit; provided that notwithstanding any other provision set forth in this Section 2, includingthis Patent Security Agreement shall not, but not limited to each patent and patent application referred to on Schedule I attached hereto (as at any time, constitute a grant of a security interest in any property that is, at such schedule may be amended or supplemented from time to time), an Excluded Asset.
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