Common use of Grant of Security Interest in Trademark Collateral Clause in Contracts

Grant of Security Interest in Trademark 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 Grantor hereby pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in all of such Grantor’s right, title, and interest in or to any and all of the following Intellectual Property now owned or at any time hereafter 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 (collectively, the “Trademark Collateral”): (a) all trademarks, service marks, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, all registrations thereof (if any), and all registration applications filed in connection therewith, including registrations and registration applications in the United States Patent and Trademark Office or any similar offices in any State of the United States or any other country or any political subdivision thereof (except for “intent-to-use” applications for trademark or service xxxx registrations filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, unless and until an Amendment to Allege Use or a Statement of Use under Sections 1(c) and 1(d) of the Xxxxxx Act has been filed, to the extent that, and solely during the period for which, any assignment of an “intent-to-use” application prior to such filing would violate the Xxxxxx Act), and all renewals thereof, including those listed on Schedule I; (b) all goodwill associated therewith or symbolized thereby; (c) all claims for, and rights to xxx for, past or future infringements of any of the foregoing; and (d) all income, royalties, damages and payments now or hereafter due and payable with respect to any of the foregoing, including damages and payments for past or future infringement thereof.

Appears in 4 contracts

Samples: Abl Guarantee and Collateral Agreement (Neiman Marcus Group LTD LLC), Third Lien Notes Collateral Agreement (Neiman Marcus Group LTD LLC), Second Lien Notes Collateral Agreement (Neiman Marcus Group LTD LLC)

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Grant of Security Interest in Trademark Collateral. As collateral security for the payment or and performance when due (whether at stated maturity, by acceleration or otherwise), as the case may be, in full of the all Secured Obligations, each Grantor Pledgor hereby pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, Agent for the benefit of the Secured Parties, a lien on and security interest in all of such Grantor’s right, title, and interest in or to any and all of the following Intellectual Property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or interest hereafter arising or acquired from time to time (collectively, the “Trademark Collateral”): (a) all trademarks, trademarks (including service marks), slogans, logos, certification marks, trade dress, uniform resource locators (URL’s), domain names, corporate names, company names, business names, fictitious business brand names, trade styles, trade dress, logos, names and other identifiers of source or business identifiersgoodwill of such Pledgor now or hereafter, designs and general intangibles owned, filed or acquired by, or assigned to, such Pledgor, including any of like naturethe foregoing listed on Schedule I attached hereto, now existing whether registered or hereafter adopted or acquired, all registrations thereof (if any)unregistered, and all registration applications filed in connection therewith, including registrations and registration applications for the foregoing (whether statutory or common law and whether applied for or registered in the United States Patent and Trademark Office or any similar offices in any State of the United States or any other country or any political subdivision thereof), together with any and all (i) rights and privileges arising under applicable law with respect to the foregoing and all rights corresponding thereto throughout the world, (ii) extensions and renewals thereof and amendments thereto, (except iii) goodwill associated with any of the foregoing and (iv) rights to xxx for past, present and future infringements, dilutions or violations thereof; and (b) 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 Trademark Security Agreement, the security interest created by this Trademark Security Agreement shall not extend to, and the term Trademark Collateral” shall not include, any Excluded Property (including, for the avoidance of doubt, any trademark application filed on the basis of an intent-to-useuse such trademark prior to the filing with and acceptance by the United States Patent and Trademark Office of a “Statement of Useapplications for trademark or service xxxx registrations filed “Amendment to Allege Use” with respect thereto pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, unless and until an Amendment to Allege Use or a Statement of Use under Sections 1(c) and or Section 1(d) of the Xxxxxx Act has been filed(15 X.X.X. §0000, et seq.), to the extent extent, if any, that, and solely during the period for whichperiod, any assignment if any, in which the grant of an “a security interest therein would impair the validity or enforceability of such intent-to-use” use trademark application prior to such filing would violate the Xxxxxx Actunder applicable federal law), and all renewals thereof, including those listed on Schedule I; (b) all goodwill associated therewith or symbolized thereby; (c) all claims for, and rights to xxx for, past or future infringements of any of the foregoing; and (d) all income, royalties, damages and payments now or hereafter due and payable with respect to any of the foregoing, including damages and payments for past or future infringement thereof.

Appears in 3 contracts

Samples: Security Agreement (Maxlinear Inc), Security Agreement (Xperi Holding Corp), Security Agreement (Maxlinear Inc)

Grant of Security Interest in Trademark 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 Each Grantor hereby unconditionally grants, assigns, and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit each of the Secured Parties, to secure the Secured Obligations, a continuing security interest (referred to in this Trademark Security Agreement as the “Security Interest”) in all of such Grantor’s right, title, title and interest in or and to any and all of the following Intellectual Property following, whether now owned or at any time hereafter 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 arising and wherever located (collectively, the “Trademark Collateral”): (a) ): all domestic, foreign and multinational trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, trade stylesdress, trade dressstyles, logos, Internet domain names, other indicia of origin or source or business identifiersidentification, designs and general intangibles of a like nature, whether registered or unregistered, and with respect to any and all of the foregoing: (i) all registrations and applications for registration thereof including the registrations and applications listed in Schedule I attached hereto, (ii) all extension and renewals thereof, (iii) all of the goodwill of the business connected with the use of and symbolized by any of the foregoing, (iv) all rights to sxx or otherwise recover for any past, present and future infringement, dilution, or other violation thereof, (v) all Proceeds of the foregoing, including license fees, royalties, income, payments, claims, damages and proceeds of suit now existing or hereafter adopted due and/or payable with respect thereto, and (vi) all other rights of any kind accruing thereunder or acquiredpertaining thereto throughout the world. Notwithstanding anything herein to the contrary, all registrations thereof (if any), and all registration applications filed in connection therewith, including registrations and registration applications in no event shall the United States Patent and Trademark Office Collateral include or the security interest granted hereunder attach to any similar offices in any State of the United States or any other country or any political subdivision thereof (except for “intent-to-use” applications for trademark or service xxxx registrations filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, unless and until an Amendment to Allege Use or a Statement of Use under Sections 1(c) and 1(d) of the Xxxxxx Act has been filed, application to the extent that, and solely during the period for in which, the grant of a security interest therein would impair the validity or enforceability of any assignment of an “registration issuing from such intent-to-use” use trademark application prior under applicable federal law; provided that, upon filing with the United States Patent and Trademark Office of an amendment to such filing would violate the Xxxxxx Actallege use pursuant to 15 U.S.C. § 1051(c) or a statement of use under 15 U.S.C. § 1051(d) (or any successor provisions), and all renewals thereof, including those listed on Schedule I; (b) all goodwill associated therewith or symbolized thereby; (c) all claims for, and rights to xxx for, past or future infringements of any of the foregoing; and (d) all income, royalties, damages and payments now or hereafter due and payable with respect to any of the foregoing, including damages and payments for past or future infringement thereofsuch intent-to-use application shall be considered Trademark Collateral.

Appears in 2 contracts

Samples: Trademark Security Agreement (Turning Point Brands, Inc.), Trademark Security Agreement (Turning Point Brands, Inc.)

Grant of Security Interest in Trademark Collateral. As security (a) Each Grantor hereby grants to the Administrative Agent 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 Grantor hereby pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, Parties a security interest in all the following property of such Grantor’s right, titlein each case, wherever located and interest in or to any and all of the following Intellectual Property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or and interest (collectively, the “Trademark 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 trademarks, service markstrade names, corporate names, company names, business names, fictitious business names, trade styles, trade dressservice marks, logos, designs and other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, all registrations thereof (if any)and recordings thereof, and all registration applications filed in connection therewith, including registrations and registration applications whether in the United States Patent and Trademark Office or in any similar offices in any State office or agency of the United States States, any State thereof or any other country country, union of countries, or any political subdivision thereof (except for “intent-to-use” applications for trademark or service xxxx registrations filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, unless and until an Amendment to Allege Use or a Statement of Use under Sections 1(c) and 1(d) of the Xxxxxx Act has been filed, to the extent that, and solely during the period for which, any assignment of an “intent-to-use” application prior to such filing would violate the Xxxxxx Act), and all renewals thereof, including those listed on Schedule I; (b) all goodwill associated therewith or symbolized thereby; (c) all claims for, and rights to xxx for, past or future infringements of any of the foregoing; , or otherwise, and all common-law rights related thereto, including any of the foregoing listed on Schedule I hereto, (ii) the right to, and to obtain, all renewals thereof, (iii) the goodwill of the business connected with the use of and symbolized by the foregoing, and (div) the right to xxx for past, present and future infringements or dilution of any of the foregoing or for any injury to goodwill, and all income, royalties, damages and payments now or hereafter due and payable with respect to any proceeds of the foregoing, including royalties, income, payments, claims, damages and payments proceeds of suit; provided that notwithstanding any other provision set forth in this Section 2, this Trademark Security Agreement shall not, at any time, constitute a grant of a security interest in any property that is, at such time: (i) an Excluded Asset or (ii) an application to register a Trademark in the U.S. Patent and Trademark Office based on a Grantor’s “intent to use” such Trademark, provided that at such time a Statement of Use or Amendment to Allege Use is filed therein such Trademark application shall be considered automatically included in the Trademark Collateral. (b) Notwithstanding anything herein to the contrary, (i) each Grantor shall remain liable for past all obligations under and in respect of the Trademark Collateral and nothing contained herein is intended or future infringement thereofshall 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 Trademark 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 Trademark 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 Trademark 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 Trademark 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 Trademark 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 Grantor The Pledgor hereby pledges and grants to the Collateral Agent, its successors and permitted assigns, Agent for the ratable benefit of the Secured PartiesParties a Lien on and security interest in and to all of the right, title and interest of the Pledgor in, to and under all the following Pledged Collateral of the Pledgor, in each case excluding Excluded Assets (including any application for registration of a Trademark on the basis of the applicant’s intent-to-use such Trademark, unless and until evidence of use of the Trademark has been filed with, and hereby grants accepted by, the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Lxxxxx Act (15 U.X.X. §0000, et seq.), to the Collateral Agentextent, its successors if any, that, and permitted assignssolely during the period, for if any, in which, the benefit grant of the Secured Parties, a security interest in all therein prior to such filing would impair the validity or enforceability of such Grantor’s rightTrademark application or any registration issuing therefrom under applicable federal law), title, and interest in whether now existing or hereafter arising or acquired from time to any and all of the following Intellectual Property now owned or at any time hereafter 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 (collectively, the “Trademark Collateral”): ): whether now owned or held, or hereafter acquired or created by or assigned to such Pledgor, all trademarks (a) all trademarks, including service marks), corporate namesslogans, company nameslogos, business names, fictitious business names, trade stylescertification marks, trade dress, logosuniform resource locations (URLs), domain names, trade names, or other source indicia of source, whether registered or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquiredunregistered, all registrations thereof and applications for the foregoing (if any), whether statutory or common law and all registration applications filed whether registered or applied for in connection therewith, including registrations and registration applications in the United States Patent and Trademark Office or any similar offices in any State of the United States or any other country country, multi-national registry or any political subdivision thereof (except for “intent-to-use” thereof), including the United States trademark and service mxxx registrations and applications for trademark or service xxxx registrations filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, unless and until an Amendment to Allege Use or a Statement of Use under Sections 1(c) and 1(d) of the Xxxxxx Act has been filed, to the extent that, and solely during the period for which, any assignment of an “intent-to-use” application prior to such filing would violate the Xxxxxx Act), and all renewals thereof, including those registration listed on Schedule I; 1 attached hereto, together with any and all (bi) all goodwill associated therewith or symbolized thereby; (c) all claims for, rights and rights privileges arising under applicable law with respect to xxx for, past or future infringements the use of any of the foregoing; and , (dii) all goodwill of the business connected with the use thereof and symbolized thereby, (iii) extensions and renewals thereof and amendments thereto, (iv) rights to proceeds, income, fees, royalties, damages and payments now or and hereafter due and/or payable thereunder and payable with respect to any of the foregoingthereto, including damages damages, claims and payments for past past, present or future infringement infringements, dilutions or other violations thereof, (v) rights to sxx or otherwise recover for past, present and future infringements, dilutions or other violations thereof and (vi) rights corresponding thereto throughout the world.

Appears in 2 contracts

Samples: Exchange Agreement (Intercept Pharmaceuticals, Inc.), Exchange Agreement (Intercept Pharmaceuticals, Inc.)

Grant of Security Interest in Trademark 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 Grantor The Pledgor hereby pledges and grants to the Collateral Agent, its successors and permitted assigns, Agent for the ratable benefit of the Secured PartiesParties a Lien on and security interest in and to all of the right, title and interest of the Pledgor in, to and under all the following Pledged Collateral of the Pledgor, in each case excluding Excluded Assets (including any application for registration of a Trademark on the basis of the applicant’s intent-to-use such Trademark, unless and until evidence of use of the Trademark has been filed with, and hereby grants accepted by, the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Xxxxxx Act (15 X.X.X. §0000, et seq.), to the Collateral Agentextent, its successors if any, that, and permitted assignssolely during the period, for if any, in which, the benefit grant of the Secured Parties, a security interest in all therein prior to such filing would impair the validity or enforceability of such Grantor’s rightTrademark application or any registration issuing therefrom under applicable federal law), title, and interest in whether now existing or hereafter arising or acquired from time to any and all of the following Intellectual Property now owned or at any time hereafter 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 (collectively, the “Trademark Collateral”): ): whether now owned or held, or hereafter acquired or created by or assigned to such Pledgor, all trademarks (a) all trademarks, including service marks), corporate namesslogans, company nameslogos, business names, fictitious business names, trade stylescertification marks, trade dress, logosuniform resource locations (URLs), domain names, trade names, or other source indicia of source, whether registered or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquiredunregistered, all registrations thereof and applications for the foregoing (if any), whether statutory or common law and all registration applications filed whether registered or applied for in connection therewith, including registrations and registration applications in the United States Patent and Trademark Office or any similar offices in any State of the United States or any other country country, multi-national registry or any political subdivision thereof (except for “intent-to-use” applications for thereof), including the United States trademark or and service xxxx registrations filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, unless and until an Amendment to Allege Use or a Statement of Use under Sections 1(c) and 1(d) of the Xxxxxx Act has been filed, to the extent that, and solely during the period applications for which, any assignment of an “intent-to-use” application prior to such filing would violate the Xxxxxx Act), and all renewals thereof, including those registration listed on Schedule I; 1 attached hereto, together with any and all (bi) all goodwill associated therewith or symbolized thereby; (c) all claims for, rights and rights privileges arising under applicable law with respect to xxx for, past or future infringements the use of any of the foregoing; and , (dii) all goodwill of the business connected with the use thereof and symbolized thereby, (iii) extensions and renewals thereof and amendments thereto, (iv) rights to proceeds, income, fees, royalties, damages and payments now or and hereafter due and/or payable thereunder and payable with respect to any of the foregoingthereto, including damages damages, claims and payments for past past, present or future infringement infringements, dilutions or other violations thereof, (v) rights to xxx or otherwise recover for past, present and future infringements, dilutions or other violations thereof and (vi) rights corresponding thereto throughout the world.

Appears in 2 contracts

Samples: Security Agreement (Intercept Pharmaceuticals, Inc.), Subscription Agreement (Intercept Pharmaceuticals, Inc.)

Grant of Security Interest in Trademark 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 Grantor hereby pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the applicable Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the applicable Secured Parties, a security interest in all of such Grantor’s right, title, and interest in or to any and all of the following Intellectual Property now owned or at any time hereafter 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 (collectively, the “Trademark Collateral”): (a) all trademarks, service marks, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, all registrations thereof (if any), and all registration applications filed in connection therewith, including registrations and registration applications in the United States Patent and Trademark Office or any similar offices in any State of the United States or any other country or any political subdivision thereof (except for “intent-to-use” applications for trademark or service xxxx registrations filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, unless and until an Amendment to Allege Use or a Statement of Use under Sections 1(c) and 1(d) of the Xxxxxx Act has been filed, to the extent that, and solely during the period for which, any assignment of an “intent-to-use” application prior to such filing would violate the Xxxxxx Act), and all renewals thereof, including those listed on Schedule I; (b) all goodwill associated therewith or symbolized thereby; (c) all claims for, and rights to xxx for, past or future infringements of any of the foregoing; and (d) all income, royalties, damages and payments now or hereafter due and payable with respect to any of the foregoing, including damages and payments for past or future infringement thereof.

Appears in 1 contract

Samples: Term Loan Guarantee and Collateral Agreement (Neiman Marcus Group LTD LLC)

Grant of Security Interest in Trademark 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 a) Each Grantor hereby pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, Agent for the ratable benefit of the Secured Parties, Parties a security interest in all the following property of such Grantor’s right, titlein each case, wherever located and interest in or to any and all of the following Intellectual Property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or and interest (collectively, the “Trademark 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 trademarks, service markstrade names, corporate names, company names, business names, fictitious business names, trade styles, trade dressservice marks, logos, designs and other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, all registrations thereof (if any)and recordings thereof, and all registration applications filed in connection therewith, including registrations and registration applications whether in the United States Patent and Trademark Office or in any similar offices in any State office or agency of the United States States, any State thereof or any other country country, union of countries, or any political subdivision thereof (except for “intent-to-use” applications for trademark or service xxxx registrations filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, unless and until an Amendment to Allege Use or a Statement of Use under Sections 1(c) and 1(d) of the Xxxxxx Act has been filed, to the extent that, and solely during the period for which, any assignment of an “intent-to-use” application prior to such filing would violate the Xxxxxx Act), and all renewals thereof, including those listed on Schedule I; (b) all goodwill associated therewith or symbolized thereby; (c) all claims for, and rights to xxx for, past or future infringements of any of the foregoing; , or otherwise, and all common-law rights related thereto, including any of the foregoing listed on Schedule I hereto, (ii) the right to, and to obtain, all renewals thereof, (iii) the goodwill of the business connected with the use of and symbolized by the foregoing, (iv) general intangibles of a like nature and (dv) the right to xxx for past, present and future infringements or dilution of any of the foregoing or for any injury to goodwill, and all income, royalties, damages and payments now or hereafter due and payable with respect to any proceeds of the foregoing, including royalties, income, payments, claims, damages and payments proceeds of suit; provided that notwithstanding any other provision set forth in this Section 2, this Trademark Security Agreement shall not, at any time, constitute a grant of a security interest in any property that is, at such time: (i) an Excluded Asset or (ii) an application to register a Trademark in the U.S. Patent and Trademark Office based on a Grantor’s “intent to use” such Trademark, provided that at such time a Statement of Use or Amendment to Allege Use is filed therein such Trademark application shall be considered automatically included in the Trademark Collateral. (b) Notwithstanding anything herein to the contrary, (i) each Grantor shall remain liable for past all obligations under and in respect of the Trademark Collateral and nothing contained herein is intended or future infringement thereofshall be a delegation of duties to the Collateral Agent or any other Secured Party, (ii) each Grantor shall remain liable under and each of the agreements included in the Trademark 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 Collateral 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 Trademark Security Agreement or any other document related hereto nor shall the Collateral 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 Trademark 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 Collateral 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 Trademark Collateral, including any agreements relating to any Receivables, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests.

Appears in 1 contract

Samples: Pledge and Security Agreement (MacDermid Group Inc.)

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Grant of Security Interest in Trademark 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 Grantor hereby pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, Party a continuing security interest in all of such Grantor’s right, title, title and interest in in, to and under the following, whether presently existing or to any and all of the following Intellectual Property now owned hereafter created or at any time hereafter 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 (collectively, the “Trademark Collateral”):), which security interest, collectively with the security interest simultaneously being granted to Secured Party’s affiliate SpecPub, Inc. is first in priority: (a) all trademarks, service markstrade names, corporate names, company names, business names, fictitious business names, trade styles, trade dressservice marks, logos, other source or business identifiers, designs proprietary product names or descriptions, prints and labels on which any of the foregoing have appeared or appear, designs, and general intangibles of like nature, now existing or hereafter adopted or acquired, all registrations thereof (if any)and recordings thereof, and all registration applications filed in connection therewith, including registrations registrations, recordings and registration applications in the United States Patent and Trademark Office or in any similar offices in any State office or agency of the United States States, any state or territory thereof, or any other country or any political subdivision thereof (except for “intent-to-use” applications for trademark or service xxxx registrations filed pursuant to Section 1(b) of the Xxxxxx Actbut excluding, 15 U.S.C. § 1051, unless and until an Amendment to Allege Use or a Statement of Use under Sections 1(c) and 1(d) of the Xxxxxx Act has been filed, however only to the extent thatthe creation of a security interest therein or the grant of a mortgage thereon would void or invalidate such trademark, and solely during the period for whichservice mxxx or other mxxx, any assignment application to register any trademark, service mxxx or other mxxx xxxxx to the filing and acceptance under applicable law of an “intent-to-use” application prior to a verified statement of use (or the equivalent) or the registration for such filing would violate the Xxxxxx Acttrademark, service mxxx or other mxxx), and all renewals thereofor extensions of the foregoing, including without limitation, those listed referred to on Schedule II hereto, and all renewals or extensions of any of the foregoing; (b) all the entire goodwill of or associated therewith with the businesses now or hereafter conducted by Grantor connected with and symbolized thereby; (c) all claims for, and rights to xxx for, past or future infringements of by any of the foregoing; and (d) all income, royalties, damages and payments now aforementioned properties or hereafter due and payable with respect to any of the foregoing, including damages and payments for past or future infringement thereof.assets;

Appears in 1 contract

Samples: Asset Purchase Agreement (Planetout Inc)

Grant of Security Interest in Trademark 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 Grantor hereby pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, Party a continuing security interest in all of such Grantor’s right, title, title and interest in in, to and under the following, whether presently existing or to any and all of the following Intellectual Property now owned hereafter created or at any time hereafter 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 (collectively, the “Trademark Collateral”):), which security interest, collectively with the security interest simultaneously being granted to Secured Party’s affiliate LPI Media, Inc., is first in priority: (a) all trademarks, service markstrade names, corporate names, company names, business names, fictitious business names, trade styles, trade dressservice marks, logos, other source or business identifiers, designs proprietary product names or descriptions, prints and labels on which any of the foregoing have appeared or appear, designs, and general intangibles of like nature, now existing or hereafter adopted or acquired, all registrations thereof (if any)and recordings thereof, and all registration applications filed in connection therewith, including registrations registrations, recordings and registration applications in the United States Patent and Trademark Office or in any similar offices in any State office or agency of the United States States, any state or territory thereof, or any other country or any political subdivision thereof (except for “intent-to-use” applications for trademark or service xxxx registrations filed pursuant to Section 1(b) of the Xxxxxx Actbut excluding, 15 U.S.C. § 1051however, unless and until an Amendment to Allege Use or a Statement of Use under Sections 1(c) and 1(d) of the Xxxxxx Act has been filed, only to the extent thatthe creation of a security interest therein or the grant of a mortgage thereon would void or invalidate such trademark, and solely during the period for whichservice mxxx or other mxxx, any assignment application to register any trademark, service mxxx or other mxxx xxxxx to the filing and acceptance under applicable law of an “intent-to-use” application prior to a verified statement of use (or the equivalent) or the registration for such filing would violate the Xxxxxx Acttrademark, service mxxx or other mxxx), and all renewals thereofor extensions of the foregoing, including including, without limitation, those listed referred to on Schedule II hereto, and all renewals or extensions of any of the foregoing; (b) all the entire goodwill of or associated therewith with the businesses now or hereafter conducted by Grantor connected with and symbolized thereby; (c) all claims for, and rights to xxx for, past or future infringements of by any of the foregoing; and (d) all income, royalties, damages and payments now aforementioned properties or hereafter due and payable with respect to any of the foregoing, including damages and payments for past or future infringement thereof.assets;

Appears in 1 contract

Samples: Asset Purchase Agreement (Planetout Inc)

Grant of Security Interest in Trademark 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 the Grantor hereby pledges and grants to the Collateral Agent, its successors and permitted assigns, Grantee for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, Parties a security interest in and to all of such Grantor’s right, title, and interest in or to any and all of the following Intellectual Property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any its right, title or and interest (collectivelyin, the “Trademark Collateral”): to and under (a) all trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquireddesigns, all registrations thereof (if any), and all registration applications filed in connection therewith, including the registrations and registration applications listed on Schedule I attached hereto, and all goodwill of the business connected with the use thereof or symbolized thereby, and (b) any and all (i) rights and privileges arising under Applicable Law with respect thereto, (ii) renewals thereof and amendments thereto, (iii) income, fees, royalties, damages and payments now and hereafter due and/or payable thereunder and with respect thereto, including damages, claims and payments for past, present or future Infringements thereof, (iv) rights corresponding thereto throughout the world and (v) rights to xxx for past, present and future Infringements thereof; provided that with respect to any United States Trademark applications in the United States Patent and Trademark Office filed on the basis of any Grantor’s “intent to use” such Trademarks will not be deemed to be Collateral unless and until a “Statement of Use” or any similar offices in any State of “Amendment to Allege Use” has been filed with the United States or any other country or any political subdivision thereof (except for “intent-to-use” applications for trademark or service xxxx registrations filed pursuant to Section 1(b) of the Xxxxxx ActPatent and Trademark Office, 15 U.S.C. § 1051, unless and until an Amendment to Allege Use or a Statement of Use under Sections 1(c) and 1(d) of the Xxxxxx Act has been filed, whereupon such application shall be automatically subject to the extent that, security interest granted herein and solely during deemed to be included in the period for which, any assignment of an “intent-to-use” application prior to such filing would violate the Xxxxxx Act), and all renewals thereof, including those listed on Schedule I; (b) all goodwill associated therewith or symbolized thereby; (c) all claims for, and rights to xxx for, past or future infringements of any of the foregoing; and (d) all income, royalties, damages and payments now or hereafter due and payable with respect to any of the foregoing, including damages and payments for past or future infringement thereofCollateral.

Appears in 1 contract

Samples: Security Agreement (Versum Materials, Inc.)

Grant of Security Interest in Trademark Collateral. As Subject to the terms and conditions of the Security Agreement, as security for the payment or performance when due (whether at stated maturity, by acceleration or otherwise)performance, as the case may beapplicable, in full of the Secured Obligations, each the Grantor hereby pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a lien on and security interest in and to all of such Grantor’s right, title, and interest in or to any and all of the following Intellectual Property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any its right, title and interest in, to and under all the following property of the Grantor, wherever located, whether now existing or interest hereafter arising or acquired from time to time (collectivelyall of which being hereinafter collectively referred to as, the “Trademark Collateral”): (a) all trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, all registrations thereof (if any)and recordings thereof, and all registration and recording applications filed in connection therewith, including registrations and registration applications in the United States Patent and Trademark Office or any similar offices in any State of the United States or any other country or any political subdivision thereof (except for “intent-to-use” applications for trademark or service xxxx registrations filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, unless and until an Amendment to Allege Use or a Statement of Use under Sections 1(c) and 1(d) of the Xxxxxx Act has been filed, to the extent that, and solely during the period for which, any assignment of an “intent-to-use” application prior to such filing would violate the Xxxxxx Act)country, and all extensions or renewals thereof, including those listed trademark registrations and applications described on Schedule I; 1 attached hereto, (bii) all goodwill associated therewith or symbolized thereby;by any of the foregoing and (iii) all other assets, rights and interests that uniquely reflect or embody such goodwill; and (cb) all claims forProceeds, products, substitutions, accessions, rents and rights to xxx for, past profits of or future infringements in respect of any of the foregoing; and (dprovided, however, that the grant of security interest hereunder shall not include any intent-to-use United States trademark applications for which an amendment to allege use or statement of use has not been filed under 15 U.S.C. § 1051(c) all incomeor 15 U.S.C. § 1051(d), royaltiesrespectively, damages or if filed, has not been deemed in conformance with 15 U.S.C. § 1051(a) or examined and payments now or hereafter due accepted, respectively, by the United States Patent and payable with respect to any Trademark Office provided that upon such filing and acceptance, such intent-to-use applications shall be included in the definition of the foregoing, including damages and payments for past or future infringement thereofTrademark Collateral.

Appears in 1 contract

Samples: Guarantee and Security Agreement (NeuMedia, Inc.)

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