Intellectual Property Collateral. Such Grantor represents that except for any Patent Collateral, Trademark Collateral, and Copyright Collateral specified in Item A, Item B and Item C, respectively, of Schedule III hereto, and any and all Trade Secrets Collateral, as of the date hereof, such Grantor does not own and has no interests in any other Intellectual Property Collateral material to the operations or business of such Grantor, other than the Computer Hardware and Software Collateral. Such Grantor further represents and warrants that, with respect to all Intellectual Property Collateral material to the conduct of such Grantor’s business (a) such Intellectual Property Collateral is valid, subsisting, unexpired and enforceable and has not been abandoned or adjudged invalid or unenforceable, in whole or in part, (b) such Grantor is the sole and exclusive owner of the right, title and interest in and to such Intellectual Property Collateral, subject to Permitted Liens, and, to such Grantor’s knowledge, no claim has been made that the use of such Intellectual Property Collateral does or may, conflict with, infringe, misappropriate, dilute, misuse or otherwise violate any of the rights of any third party in any material respects, (c) such Grantor has made all necessary filings and recordations to protect its interest in such Intellectual Property Collateral, including recordations of any of its interests in the Patent Collateral and Trademark Collateral in the United States Patent and Trademark Office and, if requested by the Administrative Agent, in corresponding offices throughout the world, and its claims to the Copyright Collateral in the United States Copyright Office and, if requested by the Administrative Agent, in corresponding offices throughout the world, (d) such Grantor has taken all reasonable steps to safeguard its material Trade Secrets and to its knowledge none of such Trade Secrets of such Grantor has been used, divulged, disclosed or appropriated for the benefit of any other Person other than such Grantor, the Borrower or any Subsidiary thereof, (e) to such Grantor’s knowledge, no third party is infringing upon any such Intellectual Property Collateral owned or used by such Grantor in any material respect, or any of its respective licensees, (f) no settlement or consents, covenants not to xxx, nonassertion assurances, or releases have been entered into by such Grantor or to which such Grantor is bound that adversely affects its rights to own or use any such Intellectual Property Collateral, and (g) the consummation of the transactions contemplated by the Credit Agreement and this Security Agreement will not result in the termination or material impairment of any material portion of such Intellectual Property Collateral.
Appears in 3 contracts
Samples: Credit Agreement (Forum Energy Technologies, Inc.), Credit Agreement (Forum Energy Technologies, Inc.), Credit Agreement (Forum Energy Technologies, Inc.)
Intellectual Property Collateral. Such Grantor represents that except for any Patent Collateral, Trademark Collateral, and Copyright Collateral specified in Item A, Item B and Item C, respectively, of Schedule III hereto, and any and all Trade Secrets Collateral, Except as of the date hereof, such Grantor does not own and has no interests in any other Intellectual Property Collateral material disclosed to the operations or business Administrative Agent, in respect of such each Grantor, other than the Computer Hardware and Software Collateral. Such Grantor further represents and warrants that, with respect to all Intellectual Property Collateral material :
(a) to the conduct best of such Grantor’s business (a) such knowledge after due and diligent investigation and inquiry, the Owned Intellectual Property Collateral is valid, subsisting, unexpired and enforceable and has not been abandoned or adjudged invalid or unenforceable, in whole or in part, ;
(b) such Grantor is the sole and exclusive owner of the entire right, title and interest in and to such the Owned Intellectual Property Collateral, Collateral (subject to Permitted Liens), and, to such Grantor’s knowledge, (i) with respect to any Owned Intellectual Property Collateral that is material to the business of such Grantor, no claim has been made that the use of such Intellectual Property Collateral does Grantor is or maymay be, in conflict with, infringeinfringing, misappropriatemisappropriating, dilutediluting, misuse misusing or otherwise violate violating any of the rights of any third party in or that challenges the ownership, use, protectability, registerability, validity or enforceability of such Owned Intellectual Property Collateral or any other Intellectual Property Collateral that is material respects, to the business of such Grantor and (ii) there is no valid basis for any such claims;
(c) such Grantor has made all necessary filings and recordations that it has reasonably deemed appropriate to protect its interest in such any Owned Intellectual Property CollateralCollateral that is material to the business of such Grantor, including recordations of any all of its interests in the Patent Collateral, the Trademark Collateral and Trademark the Copyright Collateral in the United States Patent and Trademark Office andOffice, if requested by the Administrative Agent, in corresponding offices throughout the world, and its claims to the Copyright Collateral in the United States Copyright Office and, if requested by the Administrative Agent, in and corresponding offices throughout in other countries of the world, as appropriate;
(d) such Grantor has taken all reasonable steps to safeguard its material Trade Secrets and to its knowledge (i) none of such the Trade Secrets of such Grantor has been used, divulged, disclosed or appropriated for the benefit of any other Person other than such Grantor; (ii) no employee, independent contractor or agent of such Grantor has misappropriated any Trade Secrets of any other Person in the Borrower course of the performance of his or her duties as an employee, independent contractor or agent of such Grantor; and (iii) no employee, independent contractor or agent of such Grantor is in default or breach of any Subsidiary thereofterm of any employment agreement, non-disclosure agreement, assignment of inventions agreement or similar agreement or contract relating in any way to the protection, ownership, development, use or transfer of such Grantor’s Intellectual Property Collateral;
(e) no action by such Grantor is currently pending which asserts that any third party is infringing, misappropriating, diluting, misusing or voiding any Owned Intellectual Property Collateral that is material to the business of such Grantor and, to such Grantor’s knowledge, no third party is infringing upon upon, misappropriating, diluting, misusing or voiding any such Intellectual Property Collateral owned or used by such Grantor in any material respect, or any of its respective licensees, ;
(f) no settlement or consents, covenants not to xxx, nonassertion assurances, or releases have been entered into by such Grantor or to which such Grantor is bound that adversely affects its rights to own or use any such Intellectual Property CollateralCollateral that is material to the business of such Grantor;
(g) except for the Permitted Liens, such Grantor has not made a previous assignment, sale, transfer or agreement constituting a present or future assignment, sale or transfer of any Intellectual Property Collateral for purposes of granting a security interest or as collateral that has not been terminated or released;
(h) such Grantor uses adequate standards of quality in the manufacture, distribution, and sale of all products sold by it and in the provision of all services rendered by it under or in connection with any Trademarks and has taken all commercially reasonable action necessary to ensure that all licensees of any Trademarks owned by such Grantor use such adequate standards of quality;
(gi) the consummation of the transactions contemplated by the Credit Agreement and this Security Agreement Loan Documents will not result in the termination or material impairment of any material portion of such the Intellectual Property Collateral;
(j) all employees, independent contractors and agents who have contributed to the creation or development of any Owned Intellectual Property Collateral have been a party to an enforceable “work for hire” and assignment agreement with such Grantor in accordance with applicable Laws, according and granting exclusive ownership of such Owned Intellectual Property Collateral to such Grantor;
(k) such Grantor owns directly or is entitled to use by license or otherwise, all Intellectual Property used in, reasonably necessary for or material to the conduct of such Grantor’s business; and
(l) as of the Closing Date, set forth on Schedule III hereto is a complete and accurate list of (i) (A) all issued and applied-for Patents owned by each Grantor, including those that have been issued by or are on file with the United States Patent and Trademark Office or corresponding offices in other countries of the world and (B) all Patent Licenses, (ii) (A) all registered and applied-for Trademarks owned by each Grantor, including those that are registered, or for which an application for registration has been made, with the United States Patent and Trademark Office or corresponding offices in other countries of the world and (B) all Trademark Licenses, and (iii) (A) all registered and applied-for Copyrights owned by each Grantor, including those that are registered, or for which an application for registration has been made, with the United States Copyright Office or corresponding offices in other countries of the world and (B) all Copyright Licenses, including an indication of which of those Copyright Licenses are exclusive licenses granted to such Grantor in respect of any Copyright that is registered with the United States Copyright Office.
Appears in 2 contracts
Samples: Pledge and Security Agreement (GENTHERM Inc), Pledge and Security Agreement (GENTHERM Inc)
Intellectual Property Collateral. Such Grantor represents that except for With respect to any Patent Collateral, Trademark Collateral, and Copyright Collateral specified in Item A, Item B and Item C, respectively, of Schedule III hereto, and any and all Trade Secrets Collateral, as of the date hereof, such Grantor does not own and has no interests in any other Intellectual Property Collateral material to owned by such Grantor the operations loss, impairment or business infringement of such Grantor, other than the Computer Hardware and Software Collateral. Such Grantor further represents and warrants that, with respect to all Intellectual Property Collateral material to the conduct of such Grantor’s business which might have a Material Adverse Effect:
(a) such Intellectual Property Collateral is valid, subsisting, unexpired and enforceable subsisting and has not been abandoned or adjudged invalid or unenforceable, in whole or in part, ;
(b) such Grantor is the sole and exclusive owner of the right, title and interest in and to such Intellectual Property Collateral, subject to Permitted Liens, and, to such Grantor’s knowledge, no claim has been made that the use of such Intellectual Property Collateral does or may, conflict with, infringe, misappropriate, dilute, misuse or otherwise violate any of the rights of any third party in any material respects, is valid and enforceable;
(c) such Grantor has made all necessary filings and recordations to protect its interest in such Intellectual Property Collateral, including (if permissible) recordations of any all of its interests in the Patent Collateral and Trademark Collateral in the United States Patent and Trademark Office and, if requested by the Administrative Agent, in corresponding offices throughout the world, and its claims to the Copyright Collateral in the United States Copyright Office and, if requested by the Administrative Agent, in corresponding offices throughout the world, Office;
(d) such Grantor has taken all reasonable steps to safeguard its material Trade Secrets is the exclusive owner of the entire and unencumbered right, title and interest in and to its knowledge none of such Trade Secrets of such Grantor has been used, divulged, disclosed or appropriated for the benefit of any other Person other than such Grantor, the Borrower or any Subsidiary thereof, (e) to such Grantor’s knowledge, no third party is infringing upon any such Intellectual Property Collateral owned or used by such Grantor in any material respect, or any of its respective licensees, (f) and no settlement or consents, covenants not to xxx, nonassertion assurances, or releases have claim has been entered into by such Grantor or to which such Grantor is bound made that adversely affects its rights to own or the use any such Intellectual Property Collateral, and (g) the consummation of the transactions contemplated by the Credit Agreement and this Security Agreement will not result in the termination or material impairment of any material portion of such Intellectual Property CollateralCollateral does or may violate the asserted rights of any third party which could reasonably be expected to have a Material Adverse Effect (except for (i) Liens created under the Loan Documents, and (ii) Permitted Liens and except for rights of licensees under licenses of such Intellectual Property Collateral in the ordinary course of business); and
(e) with respect to any Intellectual Property Collateral that has been registered, such Grantor has performed and will continue to perform all acts and has paid and will continue to pay all required fees and Taxes to maintain each and every such item of Intellectual Property Collateral in full force and effect in the United States. Such Grantor owns directly or is entitled to use by license or otherwise, all patents, Trademarks, Trade Secrets, copyrights, licenses, technology, know-how, processes and rights with respect to any of the foregoing necessary for or of importance to the conduct of such Grantor's business as currently conducted.
Appears in 2 contracts
Samples: Fixed Assets Security Agreement (Sterling Chemical Inc), Current Assets Security Agreement (Sterling Chemical Inc)
Intellectual Property Collateral. Such Grantor represents that except for any Patent Collateral, Trademark Collateral, and Copyright Collateral specified in Item A, Item B and Item C, respectively, of Schedule Except as disclosed on Schedules III hereto, and any and all Trade Secrets Collateral, as of the date hereof, such Grantor does not own and has no interests in any other Intellectual Property Collateral material to the operations or business of such Grantor, other than the Computer Hardware and Software Collateral. Such Grantor further represents and warrants thatthrough VI, with respect to all any Intellectual Property Collateral:
(a) any Intellectual Property Collateral material to the conduct of such Grantor’s business (a) such Intellectual Property Collateral owned by any Grantor is valid, subsisting, unexpired ahead of its natural expiration or term, and enforceable and has not been abandoned by the Grantor or adjudged invalid or unenforceable, in whole or in part, ;
(b) such Grantor is the sole and exclusive owner of the entire and unencumbered right, title and interest in and to such all Intellectual Property Collateral, subject Collateral owned by such Grantor and to Permitted Liens, and, to the knowledge of such Grantor’s knowledge, no claim has been made that the use of such Intellectual Property Collateral by such Grantor does or may, conflict with, infringe, misappropriate, dilute, misuse or otherwise violate in any material respect, any of the rights of any third party in any material respects, party;
(c) such Grantor has made all necessary filings and recordations to protect its interest in such any Intellectual Property CollateralCollateral owned by such Grantor to the extent such filing or recordation is necessary for the conduct of the business substantially in the manner presently conducted, including recordations of any all of its interests in the Patent Collateral and Trademark Collateral in the United States Patent and Trademark Office and, if requested by the Administrative Agent, in corresponding offices throughout the world(or foreign equivalent), and its claims to the Copyright Collateral in the United States Copyright Office (or foreign equivalent), and, if requested by to the Administrative Agentextent necessary, has used proper statutory notice in corresponding offices throughout connection with its use of any material Patent, Trademark and Copyright in any of the world, Intellectual Property Collateral;
(d) such Grantor has taken all reasonable steps to safeguard its material Trade Secrets and to its knowledge (A) none of such the Trade Secrets of such Grantor has been used, divulged, disclosed or appropriated for the benefit of any other Person other than such Grantor; (B) no employee, independent contractor or agent of such Grantor has misappropriated any Trade Secrets of any other Person in the Borrower course of the performance of his or her duties as an employee, independent contractor or agent of such Grantor; and (C) no employee, independent contractor or agent of such Grantor is in default or breach of any Subsidiary thereofmaterial term of any employment agreement, non-disclosure agreement, assignment of inventions agreement or similar agreement or contract relating in any material way to the protection, ownership, development, use or transfer of such Grantor’s Intellectual Property Collateral;
(e) to such Grantor’s knowledge, no third party is infringing upon any such Intellectual Property Collateral owned or used by such Grantor in any material respect, or any of its respective licensees, ;
(f) no settlement or consents, covenants not to xxx, nonassertion assurances, or releases have been entered into by such Grantor or to which such Grantor is bound that adversely affects its rights to own or use any Intellectual Property;
(g) such Grantor has not made a previous assignment, sale, transfer or agreement constituting a present or future assignment, sale or transfer of any Intellectual Property for purposes of granting a security interest or as Collateral that has not been terminated or released except the security interest granted to Hikma Pharmaceuticals LLC in the Hikma Collateral;
(h) such Grantor has executed and delivered to the Lender Intellectual Property Collateral security agreements for all Copyrights, Patents and Trademarks owned by such Grantor, including all Copyrights, Patents and Trademarks on Schedule III through VI (as such schedules may be amended or supplemented from time to time by notice by such Grantor to the Lender);
(i) such Grantor uses commercially reasonable standards of quality in the manufacture, distribution, and sale of all products sold and in the provision of all services rendered under or in connection with all Trademarks and has taken commercially reasonable action necessary to insure that all licensees of the Trademarks owned by such Grantor use such adequate standards of quality;
(gj) the consummation of the transactions contemplated by the Credit Agreement and this Security Agreement will not result in the termination or material impairment of any material portion of such the Intellectual Property Collateral; and
(k) to such Grantor’s knowledge, such Grantor owns or is entitled to use by license, lease or other agreement, all Patents, Trademarks, Trade Secrets, Copyrights, mask works, licenses, technology, know-how, processes and rights with respect to any of the foregoing as necessary to conduct the business and operations of such Grantor substantially in the manner presently conducted.
Appears in 2 contracts
Samples: Credit Agreement (Unilife Corp), Pledge and Security Agreement (Unilife Corp)
Intellectual Property Collateral. Such Grantor represents that except (i) Schedule 3 hereto sets forth a true and complete list of (i) United States issued Patents and pending Patent applications, (ii) United States registered Trademarks and Trademarks for which applications for registration are pending (other than any Patent Collateral, Trademark CollateralExcluded Property), and Copyright Collateral specified (iii) United States registered Copyrights and Copyrights for which applications for registration are pending in Item Aeach case of clauses (i), Item B and Item C, respectively, of Schedule III hereto(ii), and (iii), owned by any and all Trade Secrets Collateral, Grantor as of the date hereof, such Grantor does not own hereof and has no interests in any other Intellectual Property Collateral material to the operations registered or business of such Grantor, other than the Computer Hardware and Software Collateral. Such Grantor further represents and warrants that, with respect to all Intellectual Property Collateral material to the conduct of such Grantor’s business (a) such Intellectual Property Collateral is valid, subsisting, unexpired and enforceable and has not been abandoned or adjudged invalid or unenforceable, in whole or in part, (b) such Grantor is the sole and exclusive owner of the right, title and interest in and to such Intellectual Property Collateral, subject to Permitted Liens, and, to such Grantor’s knowledge, no claim has been made that the use of such Intellectual Property Collateral does or may, conflict pending with, infringeas applicable, misappropriate, dilute, misuse or otherwise violate any of the rights of any third party in any material respects, (c) such Grantor has made all necessary filings and recordations to protect its interest in such Intellectual Property Collateral, including recordations of any of its interests in the Patent Collateral and Trademark Collateral in the United States Patent and Trademark Office and, if requested by the Administrative Agent, in corresponding offices throughout the world, and its claims to the Copyright Collateral in or the United States Copyright Office andand (iv) Intellectual Property Licenses entered into by any Grantor pursuant to which any Person has granted to any Grantor an exclusive license in Intellectual Property owned or controlled by such Person and material to the business of such Grantor;
(ii) on the Closing Date, if requested by each Grantor owns or possesses the Administrative Agentright to use the Collateral consisting of Intellectual Property with respect to which it has purported to grant a Security Interest hereunder, free and clear of all Liens, claims, encumbrances and licenses, except for Permitted Liens, and has full power and authority to grant to the Collateral Agent the Security Interest in corresponding offices throughout the world, (d) such Grantor has taken all reasonable steps to safeguard its material Trade Secrets Collateral pursuant hereto and to execute, deliver and perform its knowledge none obligations in accordance with the terms of such Trade Secrets of such Grantor has been usedthis Agreement, divulged, disclosed without the consent or appropriated for the benefit approval of any other Person other than such any consent or approval that has been obtained;
(iii) to each Grantor, the Borrower or any Subsidiary thereof’s knowledge after reasonable inquiry, (ex) no third party has infringed or misappropriated or is currently infringing or misappropriating any Intellectual Property rights owned by such Grantor and (y) no Grantor has infringed or misappropriated or is currently infringing or misappropriating any Intellectual Property rights owned by any third party, in each case, that either individually or in the aggregate could be expected to such result in a Material Adverse Effect;
(iv) Each Grantor has taken reasonable steps to maintain the confidentiality of and otherwise protect and enforce its rights in all trade secrets consisting of Material Intellectual Property, except as could not reasonably be expected either individually or in the aggregate to result in a Material Adverse Effect;
(v) except as would not reasonably be expected either individually or in the aggregate to result in a Material Adverse Effect, to each Grantor’s knowledge, no third party is infringing upon or misappropriating any such Material Intellectual Property Collateral owned by or exclusively licensed to such Grantor; and
(vi) the proprietary software owned or used exclusively licensed to a Grantor and included in the Material Intellectual Property licensed (including as a service) or distributed by any Grantor to other Persons is not subject to any “copyleft” or other obligation or condition (including any obligation or condition under any “open source” license such Grantor in any material respectas the GNU General Public License, GNU Lesser General Public License, GNU Affero Public License, or any Mozilla Public License) that would require or condition the use or distribution of its respective licenseessuch software, (f) no settlement or consentson the disclosure, covenants not to xxx, nonassertion assuranceslicensing, or releases have been entered into by such Grantor or to which such Grantor is bound that adversely affects its rights to own or use any such Intellectual Property Collateral, and (g) the consummation distribution of the transactions contemplated by source code of the Credit Agreement and this Security Agreement will not result in the termination or material impairment of any material portion of such Intellectual Property Collateralproprietary software.
Appears in 2 contracts
Samples: Credit Agreement (ServiceTitan, Inc.), Credit Agreement (ServiceTitan, Inc.)
Intellectual Property Collateral. Such Grantor represents that except for any Patent Collateral, Trademark Collateral, and Copyright Collateral specified in Item A, Item B and Item C, respectively, of Schedule Except as disclosed on Schedules III hereto, and any and all Trade Secrets Collateral, as of the date hereof, such Grantor does not own and has no interests in any other Intellectual Property Collateral material through VI to the operations or business of such Grantor, other than the Computer Hardware and Software Collateral. Such Grantor further represents and warrants thatDisclosure Letter, with respect to all any Intellectual Property Collateral:
(a) any Intellectual Property Collateral owned by any Grantor that is material to the conduct of such Grantor’s business (a) such Intellectual Property Collateral is valid, subsisting, unexpired and enforceable and has not been abandoned or adjudged invalid or unenforceable, in whole or in part, ;
(b) such Grantor is the sole and exclusive owner of the entire and unencumbered right, title and interest in and to such all Intellectual Property Collateral, subject Collateral that is owned by such Grantor and to Permitted Liens, and, to the knowledge of such Grantor’s knowledge, no claim has been made in writing that the use of such Intellectual Property Collateral by such Grantor does or may, conflict with, infringe, misappropriate, dilute, misuse or otherwise violate in any material respects, any of the rights of any third party in any material respects, party;
(c) such Grantor has made taken all necessary filings reasonable actions to maintain and recordations to protect its interest in such any Intellectual Property CollateralCollateral material to its business owned by such Grantor, including recordations but not limited to filings and recordation to the extent such filing or recordation is necessary for the conduct of any the business substantially in the manner presently conducted, including recordation of all of its interests in the Patent Collateral and Trademark Collateral material to its business in the United States Patent and Trademark Office and, if requested by the Administrative Agent, in corresponding offices throughout the world(or foreign equivalent), and its claims to the Copyright Collateral in the United States Copyright Office (or foreign equivalent), and, if requested by to the Administrative Agentextent necessary, has used proper statutory notice in corresponding offices throughout connection with its use of any material Patent, Trademark and Copyright in any of the world, Intellectual Property Collateral;
(d) such Grantor has taken all reasonable steps to safeguard its material Trade Secrets and to its knowledge (i) none of such the Trade Secrets of such Grantor has been used, divulged, disclosed or appropriated for the benefit of any other Person other than such Grantor; (ii) no employee, independent contractor or agent of such Grantor has misappropriated any Trade Secrets of such Grantor in the Borrower course of the performance of his or her duties as an employee, independent contractor or agent of such Grantor; and (iii) no employee, independent contractor or agent of such Grantor is in default or breach of any Subsidiary thereofmaterial term of any employment agreement, non-disclosure agreement, assignment of inventions agreement or similar agreement or contract relating in any material way to the protection, ownership, development, use or transfer of such Grantor’s Intellectual Property Collateral;
(e) to such Grantor’s knowledge, no third party is infringing upon any such Intellectual Property Collateral owned or used by such Grantor in any material respect, or any of its respective licensees, Grantor;
(f) no settlement or consents, covenants not to xxx, nonassertion assurances, or releases have been entered into by such Grantor or to which such Grantor is bound that materially and adversely affects its rights to own or use any Intellectual Property;
(g) such Grantor has not made a previous assignment, sale, transfer or agreement constituting a present or future assignment, sale or transfer of any Intellectual Property Collateralfor purposes of granting a security interest or as collateral that has not been terminated or released except as permitted under the Credit Agreement;
(h) such Grantor has executed and delivered to the Administrative Agent Intellectual Property Collateral security agreements for all Patents, Trademarks and Copyrights owned by such Grantor, including all Patents, Trademarks and Copyrights described on Schedules III through V to the Disclosure Letter (gas such schedules may be amended or supplemented from time to time by notice by such Grantor to the Administrative Agent);
(i) such Grantor uses commercially reasonable standards of quality in the manufacture, distribution and sale of all products sold and in the provision of all services rendered under or in connection with all Trademarks and has taken all commercially reasonable action necessary to ensure that all licensees of the Trademarks owned by such Grantor use such adequate standards of quality;
(j) the consummation of the transactions contemplated by the Credit Agreement and this Security Agreement will not result in the termination or material impairment of any material portion of such the Intellectual Property Collateral; and
(k) to such Grantor’s knowledge, such Grantor owns or is entitled to use by license, lease or other agreement, all Patents, Trademarks, Trade Secrets, Copyrights, mask works, licenses, technology, know how, processes and rights with respect to any of the foregoing as necessary to conduct the business and operations of such Grantor substantially in the manner presently conducted.
Appears in 2 contracts
Samples: Credit Agreement (Acutus Medical, Inc.), Pledge and Security Agreement (Acutus Medical, Inc.)
Intellectual Property Collateral. Such Grantor represents that except for any Patent Collateral, Trademark Collateral, and Copyright Collateral specified in Item A, Item B and Item C, respectively, of Schedule Except as disclosed on Schedules III hereto, and any and all Trade Secrets Collateral, as of the date hereof, such Grantor does not own and has no interests in any other Intellectual Property Collateral material to the operations or business of such Grantor, other than the Computer Hardware and Software Collateral. Such Grantor further represents and warrants thatthrough V, with respect to all any Intellectual Property Collateral material to the conduct of such Grantor’s business Collateral:
(a) such Intellectual Property Collateral is valid, subsisting, unexpired and enforceable and has not been abandoned or adjudged invalid or unenforceable, in whole or in part, part except as could not be expected to have a Material Adverse Effect;
(b) such Grantor is the sole and exclusive owner of the entire and unencumbered right, title and interest in and to such Intellectual Property Collateral, subject to Permitted Liens, and, to such Grantor’s knowledge, Collateral and no claim has been made that the use of such Intellectual Property Collateral does or may, conflict with, infringe, misappropriate, dilute, misuse or otherwise violate any of the rights of any third party in any material respects, party;
(c) such Grantor has made all necessary filings and recordations to protect its interest in such Intellectual Property CollateralCollateral material to its business, including recordations of any all of its interests in the Patent Collateral and Trademark Collateral material to its business in the United States Patent and Trademark Office and, if requested by the Administrative Agent, and in corresponding offices throughout the world, and its claims to the Copyright Collateral in the United States Copyright Office and, if requested by the Administrative Agent, and in corresponding offices throughout the world, ;
(d) such Grantor has taken all reasonable steps to safeguard its material Trade Secrets and to its knowledge (A) none of such the Trade Secrets of such Grantor has been used, divulged, disclosed or appropriated for the benefit of any other Person other than such Grantor; (B) no employee, independent contractor or agent of such Grantor has misappropriated any Trade Secrets of any other Person in the Borrower course of the performance of his or her duties as an employee, independent contractor or agent of such Grantor; and (C) no employee, independent contractor or agent of such Grantor is in default or breach of any Subsidiary thereofterm of any employment agreement, non-disclosure agreement, assignment of inventions agreement or similar agreement or contract relating in any way to the protection, ownership, development, use or transfer of such Grantor’s Intellectual Property Collateral;
(e) to such Grantor’s knowledge, no third party is infringing upon any such Intellectual Property Collateral owned or used by such Grantor in any material respect, or any of its respective licensees, ;
(f) no settlement or consents, covenants not to xxxsxx, nonassertion assurances, or releases have been entered into by such Grantor or to which such Grantor is bound that adversely affects its rights to own or use any such Intellectual Property Collateralexcept as would not have a Material Adverse Effect;
(g) such Grantor has not made a previous assignment, sale, transfer or agreement constituting a present or future assignment, sale or transfer of any Intellectual Property for purposes of granting a security interest or as Collateral that has not been terminated or released;
(h) such Grantor uses adequate standards of quality in the manufacture, distribution, and sale of all products sold and in the provision of all services rendered under or in connection with all Trademarks and has taken all commercially reasonable action necessary to insure that all licensees of the Trademarks owned by such Grantor use such adequate standards of quality;
(gi) the consummation of the transactions contemplated by the Credit Agreement and this Security Agreement will not result in the termination or material impairment of any material portion of such the Intellectual Property Collateral;
(j) such Grantor owns directly or is entitled to use by license or otherwise, all Patents, Trademarks, Trade Secrets, Copyrights, mask works, licenses, technology, know-how, processes and rights with respect to any of the foregoing used in, necessary for or of importance to the conduct of such Grantor’s business; and
(k) the Intellectual Property Collateral disclosed on Schedules III through V is not material to the operations or business of any Grantor, is of negligible economic value to the Grantors and its value is otherwise not material.
Appears in 2 contracts
Samples: Security Agreement (Empire Resources Inc /New/), Security Agreement (Empire Resources Inc /New/)
Intellectual Property Collateral. (a) Such Grantor represents that except for any Patent Collateral, Trademark Collateral, and Copyright Collateral specified in Item A, Item B and Item C, respectively, of Schedule III hereto, and any and all Trade Secrets Collateral, as of the date hereof, such Grantor does not own and has no interests in any other Intellectual Property Collateral material to the operations or business of such Grantor, other than Grantor as of the Computer Hardware date hereof. Pledge and Software Collateral. Security Agreement
(b) Such Grantor further represents and warrants that, with respect to all material Intellectual Property Collateral material to the conduct of such Grantor’s business (ai) such Intellectual Property Collateral is valid, subsisting, unexpired and enforceable and has not been abandoned or adjudged invalid or unenforceable, in whole or in part, except such Intellectual Property Collateral that is not material to the operations or business of such Grantor or to the extent permitted by the Credit Agreement, (bii) such Grantor has not made a previous assignment, sale, transfer or agreement constituting a present or future assignment, sale or transfer of such Intellectual Property Collateral for purposes of granting a security interest or as Collateral that has not been terminated or released, (iii) the consummation of the transactions contemplated by the Credit Agreement and this Security Agreement will not result in the termination or impairment of such Intellectual Property Collateral, and (iv) such Grantor is the sole and exclusive owner of the entire and unencumbered right, title and interest in and to such Intellectual Property Collateral, subject to Permitted Liens, and, to such the knowledge of the Grantor’s knowledge, no claim has been made that the use of such Intellectual Property Collateral does or may, conflict with, infringe, misappropriate, dilute, misuse or otherwise violate any of the rights of any third party in any material respects, .
(c) Such Grantor further represents and warrants, except as could not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Change, that (i) such Grantor has made all necessary filings and recordations to protect its interest in such Intellectual Property Collateral, including recordations of any of its interests in the Patent Collateral and Trademark Collateral in the United States Patent and Trademark Office USPTO and, if requested by the Administrative Collateral Agent, in corresponding offices throughout the world, and its claims to the Copyright Collateral in the United States U.S. Copyright Office Office, and, if requested by the Administrative Collateral Agent, in corresponding offices throughout the worldworld and, to the extent necessary, has used and has directed all licensees to use proper statutory notice in connection with its use of any patent, Trademark and copyright in any of the Intellectual Property Collateral, (dii) such Grantor has taken all reasonable steps to safeguard its material Trade Secrets and to its knowledge none of such the Trade Secrets of such Grantor has been used, divulged, disclosed or appropriated for the benefit of any other Person other than such Grantor, the Borrower or any Subsidiary thereof, (eiii) to such Grantor’s knowledge, no third party is infringing upon any such Intellectual Property Collateral owned or used by such Grantor in any material respectGrantor, or any of its respective licensees, (fiv) no settlement or consents, covenants not to xxx, nonassertion assurances, or releases have been entered into by such Grantor or to which such Grantor is bound that adversely affects its rights to own or use any such Intellectual Property Collateral, (v) such Grantor uses adequate standards of quality in the manufacture, distribution, and sale of all products sold and in the provision of all services rendered under or in connection with any Trademarks and has taken all commercially reasonable action necessary to insure that any licensees of any Trademarks owned by such Grantor use such adequate standards of quality, and (gvi) the consummation such Grantor owns directly or is entitled to use by license or otherwise, any patents, Trademarks, tradenames, Trade Secrets, copyrights, mask works, licenses, technology, know-how, processes and rights with respect to any of the transactions contemplated by foregoing used in, and necessary for the Credit Agreement and this Security Agreement will not result in the termination or material impairment of any material portion conduct of such Intellectual Property CollateralGrantor’s business.
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Intellectual Property Collateral. Such Grantor represents that except for any Patent Collateral, Trademark Collateral, and Copyright Collateral specified in Item A, Item B and Item C, respectively, of Schedule III hereto, and any and all Trade Secrets Collateral, as of the date hereof, such Grantor does not own owns and has no interests in any other Intellectual Property Collateral material to as of the operations or business of such Grantordate hereof, other than the Computer Hardware and Software Collateral. Such Grantor further represents and warrants that, with respect to all Intellectual Property Collateral material to the conduct of such Grantor’s business (a) such Intellectual Property Collateral is valid, subsisting, unexpired and enforceable and has not been abandoned or adjudged invalid or unenforceable, in whole or in partpart except as could not reasonably be expected to have a Material Adverse Effect, (b) such Grantor is the sole and exclusive owner of the entire and unencumbered right, title and interest in and to such Intellectual Property Collateral, subject to Permitted Liens, and, to such Grantor’s knowledge, and no claim has been made that the use of such Intellectual Property Collateral does or may, conflict with, infringe, misappropriate, dilute, misuse or otherwise violate any of the rights of any third party in any material respects, (c) such Grantor has made all necessary filings and recordations to protect its interest in such material Intellectual Property Collateral, including recordations of any of its interests in the Patent Collateral and Trademark Collateral in the United States Patent and Trademark Office and, if requested by the Administrative Agent, and in corresponding offices throughout the world, and its claims to the Copyright Collateral in the United States Copyright Office and, if requested by the Administrative Agent, and in corresponding offices throughout the world, and, to the extent necessary, has used proper statutory notice in connection with its use of any material patent, Trademark and copyright in any of the Intellectual Property Collateral, (d) such Grantor has taken all reasonable steps to safeguard its material Trade Secrets and to its knowledge none of such the Trade Secrets of such Grantor has been used, divulged, disclosed or appropriated for the benefit of any other Person other than such Grantor, the Borrower or any Subsidiary thereof, (e) to such Grantor’s knowledge, no third party is infringing upon any such material Intellectual Property Collateral owned or used by such Grantor in any material respect, or any of its respective licensees, (f) no settlement or consents, covenants not to xxx, nonassertion assurances, or releases have been entered into by such Grantor or to which such Grantor is bound that adversely affects its rights to own or use any such Intellectual Property Collateralexcept as would not reasonably have a Material Adverse Effect, (g) such Grantor has not made a previous assignment, sale, transfer or agreement constituting a present or future assignment, sale or transfer of any Intellectual Property for purposes of granting a security interest or as Collateral that has not been terminated or released, (h) such Grantor uses adequate standards of quality in the manufacture, distribution, and sale of all products sold and in the provision of all services rendered under or in connection with any Trademarks and has taken all commercially reasonable action necessary to insure that any licensees of any Trademarks owned by such Grantor use such adequate standards of quality, (gi) the consummation of the transactions contemplated by the Credit Agreement and this Security Agreement will not result in the termination or material impairment of any material portion of such the Intellectual Property Collateral, and (j) such Grantor owns directly or is entitled to use by license or otherwise, any patents, trademarks, tradenames, Trade Secrets, copyrights, mask works, licenses, technology, know-how, processes and rights with respect to any of the foregoing used in, and necessary for the conduct of such Grantor’s business in any material respect.
Appears in 2 contracts
Samples: Pledge and Security Agreement (Flotek Industries Inc/Cn/), Credit Agreement (Flotek Industries Inc/Cn/)
Intellectual Property Collateral. Such Grantor represents that except for Except as disclosed on Schedules III through VI, with respect to any Patent Intellectual Property Collateral, Trademark Collateral, and Copyright Collateral specified in Item A, Item B and Item C, respectively, of Schedule III hereto, and :
(a) any and all Trade Secrets Collateral, as of the date hereof, such Grantor does not own and has no interests in any other material Intellectual Property Collateral material owned by any Grantor is, to the operations or business knowledge of such Grantor, other than the Computer Hardware and Software Collateral. Such Grantor further represents and warrants that, with respect to all Intellectual Property Collateral material to the conduct of such Grantor’s business (a) such Intellectual Property Collateral is valid, subsisting, unexpired and enforceable and has not been abandoned or adjudged invalid or unenforceable, in whole or in part, ;
(b) such Grantor is the sole and exclusive owner of the entire and unencumbered right, title and interest in and to such all Intellectual Property Collateral, subject Collateral owned by such Grantor and to Permitted Liens, and, to the knowledge of such Grantor’s knowledge, no claim has been made that the use of such Intellectual Property Collateral by such Grantor does or may, conflict with, infringe, misappropriate, dilute, misuse or otherwise violate in any material respect, any of the rights of any third party in any material respects, party;
(c) such Grantor has made all necessary filings and recordations to protect its interest in such any Intellectual Property CollateralCollateral owned by such Grantor to the extent such filing or recordation is necessary for the conduct of the business substantially in the manner presently conducted, including recordations of any all of its interests in the Patent Collateral and Trademark Collateral in the United States Patent and Trademark Office and, if requested by the Administrative Agent, in corresponding offices throughout the worldUSPTO or foreign equivalent, and its claims to the Copyright Collateral in the United States Copyright Office (the “USCO”) or foreign equivalent, and, if requested by to the Administrative Agentextent necessary, has used proper statutory notice in corresponding offices throughout the worldconnection with its use of any material Patent, Trademark and Copyright in any of such Intellectual Property Collateral;
(d) such Grantor has taken all reasonable steps to safeguard its material Trade Secrets and to its knowledge (i) none of such the Trade Secrets of such Grantor has been used, divulged, disclosed or appropriated for the benefit of any other Person other than a Grantor; (ii) no employee, independent contractor or agent of such Grantor has misappropriated any Trade Secrets of any other Person in the course of the performance of his or her duties as an employee, independent contractor or agent of such Grantor; and (iii) no employee, independent contractor or agent of such Grantor is in default or breach of any material term of any employment agreement, non-disclosure agreement, assignment of inventions agreement or similar agreement or contract relating in any material way to the Borrower protection, ownership, development, use or any Subsidiary thereof, transfer of such Grantor’s Intellectual Property Collateral;
(e) to such Grantor’s knowledge, no third party is infringing upon any such Intellectual Property Collateral owned or used by such Grantor in any material respect, or any of its respective licensees, licensees in any material respect;
(f) no written settlement or consents, covenants not to xxx, nonassertion assurances, or releases have been entered into by such Grantor or to which such Grantor is bound that adversely affects its rights to own or use any such Intellectual Property Collateral, and in any material respect;
(g) such Grantor has not granted a Lien in any Intellectual Property Collateral owned by such Grantor that has not been terminated or released except Permitted Liens;
(h) such Grantor has executed and delivered to the Administrative Agent Intellectual Property Collateral security agreements for all applications and registrations for all Copyrights, Patents and Trademarks owned by such Grantor;
(i) such Grantor uses commercially reasonable efforts designed to ensure the quality of the manufacture, distribution and sale of all products sold by the Grantor and in the provision of all services rendered under or in connection with all Trademarks and has taken all commercially reasonable actions necessary to ensure that all licensees of the Trademarks owned by such Grantor use such adequate standards of quality;
(j) the consummation of the transactions contemplated by the Credit Agreement and this Security Agreement will not result in the termination or material impairment of any material portion of such the Intellectual Property Collateral; and
(k) to such Grantor’s knowledge, such Grantor owns or is entitled to use by license, lease or other agreement, all Patents, Trademarks, Trade Secrets, Copyrights, mask works, licenses, technology, know-how, processes and rights with respect to any of the foregoing as necessary to conduct the business and operations of such Grantor substantially in the manner presently conducted.
Appears in 2 contracts
Samples: Credit Agreement (Harmony Biosciences Holdings, Inc.), Pledge and Security Agreement (Harmony Biosciences Holdings, Inc.)
Intellectual Property Collateral. Such Grantor represents that except for any Patent Collateral, Trademark Collateral, and Copyright Collateral specified in Item A, Item B and Item C, respectively, of Schedule (a) Except as disclosed on Schedules III hereto, and any and all Trade Secrets Collateral, as of the date hereof, such Grantor does not own and has no interests in any other Intellectual Property Collateral material to the operations or business of such Grantor, other than the Computer Hardware and Software Collateral. Such Grantor further represents and warrants thatthrough V, with respect to all any material Intellectual Property Collateral material to the conduct of such Grantor’s business Collateral:
(ai) such Intellectual Property Collateral is valid, subsisting, unexpired and enforceable and has not been abandoned or adjudged invalid or unenforceable, in whole or in part, part except as could not be expected to have a Material Adverse Effect;
(bii) such Grantor is the sole and exclusive owner of the entire and unencumbered right, title and interest in and to such Intellectual Property Collateral, Collateral (subject to Permitted Liens, ) and, to such Grantor’s knowledgeknowledge without inquiry, no claim has been made that the use of such Intellectual Property Collateral does or may, conflict with, infringe, misappropriate, dilute, misuse or otherwise violate any of the rights of any third party in any material respects, party;
(ciii) such Grantor has made all necessary filings and recordations to protect its interest in such Intellectual Property Collateral, including recordations of any all of its interests in the Patent Collateral and Trademark Collateral in the United States Patent and Trademark Office and, if requested by the Administrative Agent, and in corresponding offices throughout the world, and its claims to the Copyright Collateral in the United States Copyright Office and, if requested by the Administrative Agent, and in corresponding offices throughout the world, and, to the extent necessary, has used proper statutory notice in connection with its use of any material patent, Trademark and copyright in any of the Intellectual Property Collateral;
(div) such Grantor has taken all reasonable steps to safeguard its material Trade Secrets and to its knowledge without inquiry (A) none of such the Trade Secrets of such Grantor has been used, divulged, disclosed or appropriated for the benefit of any other Person other than such Grantor; (B) no employee, independent contractor or agent of such Grantor has misappropriated any Trade Secrets of any other Person in the Borrower course of the performance of his or her duties as an employee, independent contractor or agent of such Grantor and (C) no employee, independent contractor or agent of such Grantor is in default or breach of any Subsidiary thereofterm of any employment agreement, non-disclosure agreement, assignment of inventions agreement or similar agreement or contract relating in any way to the protection, ownership, development, use or transfer of such Grantor’s Intellectual Property Collateral;
(ev) to such Grantor’s knowledgeknowledge without inquiry, no third party is infringing upon any such Intellectual Property Collateral owned or used by such Grantor in any material respect, or any of its respective licensees, ;
(fvi) no settlement or consents, covenants not to xxx, nonassertion assurances, or releases have been entered into by such Grantor or to which such Grantor is bound that adversely affects its rights to own or use any Intellectual Property except as would not have a Material Adverse Effect;
(vii) such Grantor has not made a previous assignment, sale, transfer or agreement constituting a present or future assignment, sale or transfer of any Intellectual Property for purposes of granting a security interest or as Collateral that has not been terminated or released;
(viii) such Grantor has executed and delivered to the Collateral Agent, Intellectual Property Collateral security agreements for all copyrights, patents and Trademarks owned by such Grantor (to the extent included in the Intellectual Property Collateral), including all copyrights, patents and trademarks on Schedule III through V (as such schedules may be amended or supplemented from time to time);
(ix) such Grantor uses adequate standards of quality in the manufacture, distribution, and sale of all products sold and in the provision of all services rendered under or in connection with all Trademarks and has taken commercially reasonable action necessary to insure that all licensees of the Trademarks owned by such Grantor use such adequate standards of quality;
(gx) the consummation of the transactions contemplated by the Credit Agreement and this Security Agreement will not result in the termination or material impairment of any material portion of such the Intellectual Property Collateral; and
(xi) such Grantor owns directly or is entitled to use by license or otherwise, all patents, Trademarks, trade secrets, copyrights, mask works, technology, know-how, processes and rights with respect to any of the foregoing used in, necessary for or of importance to the conduct of such Grantor’s business.
Appears in 1 contract
Samples: Credit Agreement (Ferro Corp)
Intellectual Property Collateral. Such Grantor represents that except for any Patent Collateral, Trademark Collateral, and Copyright Collateral specified in Item A, Item B and Item C, respectively, of Schedule III hereto, and any and all Trade Secrets Collateral, Except as of the date hereof, such Grantor does not own and has no interests in any other Intellectual Property Collateral material to the operations or business of such Grantor, other than the Computer Hardware and Software Collateral. Such Grantor further represents and warrants thatdisclosed on Schedules I through III, with respect to all any Intellectual Property Collateral material to the conduct of such Grantor’s business Collateral:
(a) such Intellectual Property Collateral is valid, subsisting, unexpired and enforceable and has not been abandoned or adjudged invalid or unenforceable, in whole or in part, part except as could not be expected to have a Material Adverse Effect;
(b) such the Grantor is the sole and exclusive owner of the entire and unencumbered right, title and interest in and to such Intellectual Property Collateral, subject to Permitted Liens, and, to such Grantor’s knowledge, Collateral and no claim has been made that the use of such Intellectual Property Collateral does or may, conflict with, infringe, misappropriate, dilute, misuse or otherwise violate any of the rights of any third party in any material respects, party;
(c) such the Grantor has made all necessary filings and recordations to protect its interest in such Intellectual Property Collateral, including recordations of any all of its interests in the Patent Collateral and Trademark Collateral in the United States Patent and Trademark Office and, if requested by the Administrative Agent, in corresponding offices throughout the worldOffice, and its claims to the Copyright Collateral in the United States Copyright Office Office, and, if requested by to the Administrative Agentextent necessary, has used proper statutory notice in corresponding offices throughout connection with its use of any material patent, Trademark and copyright in any of the world, Intellectual Property Collateral;
(d) such the Grantor has taken all reasonable steps to safeguard its material Trade Secrets and to its knowledge (A) none of such the Trade Secrets of such the Grantor has been used, divulged, disclosed or appropriated for the benefit of any other Person other than such the Grantor; (B) no employee, independent contractor or agent of the Borrower Grantor has misappropriated any Trade Secrets of any other Person in the course of the performance of his or her duties as an employee, independent contractor or agent of the Grantor; and (C) no employee, independent contractor or agent of the Grantor is in default or breach of any Subsidiary thereofterm of any employment agreement, non-disclosure agreement, assignment of inventions agreement or similar agreement or contract relating in any way to the protection, ownership, development, use or transfer of the Grantor’s Intellectual Property Collateral;
(e) to such the Grantor’s knowledge, no third party is infringing upon any such Intellectual Property Collateral owned or used by such the Grantor in any material respect, or any of its respective licensees, ;
(f) no settlement or consents, covenants not to xxx, nonassertion assurances, or releases have been entered into by such the Grantor or to which such the Grantor is bound that adversely affects its rights to own or use any such Intellectual Property Collateral, and Collateral except as would not have a Material Adverse Effect;
(g) the consummation of the transactions contemplated by the Credit Agreement and this Security Agreement will Grantor has not result in the termination made a previous assignment, sale, transfer or material impairment agreement constituting a present or future assignment, sale or transfer of any material portion of such Intellectual Property Collateral.Collateral for purposes of granting a security interest or as Intellectual Property Collateral that has not been terminated or released;
Appears in 1 contract
Samples: Term Facility Agreement (Affimed Therapeutics B.V.)
Intellectual Property Collateral. Such Grantor represents that except for any Patent Collateral, Trademark Collateral, and Copyright Collateral specified in Item A, Item B and Item C, respectively, of Schedule III hereto, and any and all Trade Secrets Collateral, such Grantor neither owns and nor has any other interest in any Intellectual Property Collateral as of the date hereof, such Grantor does not own and has no interests in any other Intellectual Property Collateral material to the operations or business of such Grantor, other than the Computer Hardware and Software Collateral. Such Grantor further represents and warrants that, with respect to all Intellectual Property Collateral material to the conduct of such Grantor’s business (a) such Intellectual Property Collateral is valid, subsisting, unexpired and enforceable and has not been abandoned or adjudged invalid or unenforceable, in whole or in partpart except as could not reasonably be expected to result in a Material Adverse Change, (b) such Grantor is the sole and exclusive owner of the entire and unencumbered right, title and interest in and to such Intellectual Property Collateral, subject to Permitted Liens, and, to such Grantor’s knowledge, and no claim has been made that the use of such Intellectual Property Collateral does or may, conflict with, infringe, misappropriate, dilute, misuse or otherwise violate any of the rights of any third party in any material respects, (c) such Grantor has made all necessary filings and recordations to protect its interest in such material Intellectual Property Collateral, including recordations of any of its interests in the Patent Collateral and Trademark Collateral in the United States Patent and Trademark Office and, if requested by the Administrative Agent, and in corresponding offices throughout the world, and its claims to the Copyright Collateral in the United States Copyright Office and, if requested by the Administrative Agent, and in corresponding offices throughout the world, and, to the extent necessary, has used proper statutory notice in connection with its use of any material patent, trademark and copyright in any of the Intellectual Property Collateral, (d) such Grantor has taken all reasonable steps to safeguard its material Trade Secrets and to its knowledge none of such the Trade Secrets of such Grantor has been used, divulged, disclosed or appropriated for the benefit of any other Person other than such Grantor, the Borrower or any Subsidiary thereof, (e) to such Grantor’s knowledge, no third party is infringing upon any such material Intellectual Property Collateral owned or used by such Grantor in any material respect, or any of its respective licensees, (f) no settlement or consents, covenants not to xxx, nonassertion assurances, or releases have been entered into by such Grantor or to which such Grantor is bound that adversely affects its rights to own or use any such Intellectual Property Collateralexcept as would not reasonably result in a Material Adverse Change, (g) other than to the Credit Facilities Collateral Agent, such Grantor has not made a previous assignment, sale, transfer or agreement constituting a present or future assignment, sale or transfer of any Intellectual Property for purposes of granting a security interest or as Collateral that has not been terminated or released, (h) such Grantor uses adequate standards of quality in the manufacture, distribution, and sale of all products sold and in the provision of all services rendered under or in connection with any trademarks and has taken all commercially reasonable action necessary to insure that any licensees of any trademarks owned by such Grantor use such adequate standards of quality, (gi) the consummation of the transactions contemplated by the Credit Exchange Agreement and this Security Agreement will not result in the termination or material impairment of any material portion of such the Intellectual Property Collateral, and (j) such Grantor owns directly or is entitled to use by license or otherwise, any patents, trademarks, tradenames, Trade Secrets, copyrights, mask works, licenses, technology, know-how, processes and rights with respect to any of the foregoing used in, and necessary for the conduct of such Grantor’s business in any material respect.
Appears in 1 contract
Samples: Junior Lien Pledge and Security Agreement (Flotek Industries Inc/Cn/)
Intellectual Property Collateral. Such Grantor represents that except for any Patent Collateral, Trademark Collateral, and Copyright Collateral specified in Item A, Item B and Item C, respectively, of Schedule Except as disclosed on Schedules III hereto, and any and all Trade Secrets Collateral, as of the date hereof, such Grantor does not own and has no interests in any other Intellectual Property Collateral material to the operations or business of such Grantor, other than the Computer Hardware and Software Collateral. Such Grantor further represents and warrants thatthrough V, with respect to all any material Intellectual Property Collateral material to the conduct of such that is owned by a Grantor’s business :
(a) such Intellectual Property Collateral is valid, subsisting, unexpired and enforceable and has not been abandoned or adjudged invalid or unenforceable, in whole or in part, part except as could not be expected to have a Material Adverse Effect;
(b) such Grantor is the sole and exclusive owner of the entire and unencumbered right, title and interest in and to such Intellectual Property Collateral, subject to Permitted Liens, Collateral and, to such Grantor’s knowledgeknowledge without inquiry, no claim has been made that the use of such Intellectual Property Collateral does or may, conflict with, infringe, misappropriate, dilute, misuse or otherwise violate any of the rights of any third party in any material respects, party;
(c) such Grantor has made all necessary filings and recordations to protect its interest in such Intellectual Property Collateral, including recordations of any all of its interests in the Patent Collateral and Trademark Collateral in the United States Patent and Trademark Office and, if requested by the Administrative Agent, and in corresponding offices throughout the world, and its claims to the Copyright Collateral in the United States Copyright Office and, if requested by the Administrative Agent, and in corresponding offices throughout the world, and, to the extent necessary, has used proper statutory notice in connection with its use of any material patent, Trademark and copyright in any of the Intellectual Property Collateral;
(d) such Grantor has taken all reasonable steps to safeguard its material Trade Secrets and to its knowledge without inquiry (A) none of such the Trade Secrets of such Grantor has been used, divulged, disclosed or appropriated for the benefit of any other Person other than such Grantor; (B) no employee, independent contractor or agent of such Grantor has misappropriated any Trade Secrets of any other Person in the Borrower course of the performance of his or her duties as an employee, independent contractor or agent of such Grantor; and (C) no employee, independent contractor or agent of such Grantor is in default or breach of any Subsidiary thereofterm of any employment agreement, non-disclosure agreement, assignment of inventions agreement or similar agreement or contract relating in any way to the protection, ownership, development, use or transfer of such Grantor’s Intellectual Property Collateral;
(e) to such Grantor’s knowledgeknowledge without inquiry, no third party is infringing upon any such Intellectual Property Collateral owned or used by such Grantor in any material respect, or any of its respective licensees, ;
(f) no settlement or consents, covenants not to xxx, nonassertion assurances, or releases have been entered into by such Grantor or to which such Grantor is bound that adversely affects its rights to own or use any such Intellectual Property Collateralexcept as would not have a Material Adverse Effect;
(g) such Grantor has not made a previous assignment, sale, transfer or agreement constituting a present or future assignment, sale or transfer of any Intellectual Property for purposes of granting a security interest or as Collateral that has not been terminated or released
(h) such Grantor has executed and delivered to the Collateral Agent, Intellectual Property Collateral security agreements for all copyrights, patents and Trademarks owned by such Grantor, including all copyrights, patents and trademarks on Schedule III through V (as such schedules may be amended or supplemented from time to time);
(i) such Grantor uses adequate standards of quality in the manufacture, distribution, and sale of all products sold and in the provision of all services rendered under or in connection with all Trademarks and has taken commercially reasonable action necessary to insure that all licensees of the Trademarks owned by such Grantor use such adequate standards of quality;
(gj) the consummation of the transactions contemplated by the Credit Agreement and this Security Agreement will not result in the termination or material impairment of any material portion of such the Intellectual Property Collateral; and
(k) such Grantor owns directly or is entitled to use by license or otherwise, all Patents, Trademarks, Trade Secrets, Copyrights, mask works, licenses, technology, know-how, processes and rights with respect to any of the foregoing used in, necessary for or of importance to the conduct of such Grantor’s business.
Appears in 1 contract
Intellectual Property Collateral. Such Grantor represents that except for any Patent Collateral, Trademark Collateral, and Copyright Collateral specified in Item A, Item B and Item C, respectively, of Schedule Except as disclosed on Schedules III hereto, and any and all Trade Secrets Collateral, as of the date hereof, such Grantor does not own and has no interests in any other Intellectual Property Collateral material to the operations or business of such Grantor, other than the Computer Hardware and Software Collateral. Such Grantor further represents and warrants thatthrough VI, with respect to all any Intellectual Property Collateral:
(a) any Intellectual Property Collateral material owned by any Grantor is, to the conduct of such Grantor’s business (a) such Intellectual Property Collateral is extent applicable, valid, subsisting, unexpired and enforceable and has not been abandoned or adjudged invalid or unenforceable, in whole or in part, ;
(b) such Grantor is the sole and exclusive owner of the entire and unencumbered right, title and interest in and to such all Intellectual Property Collateral, subject Collateral owned by such Grantor and to Permitted Liens, and, to the knowledge of such Grantor’s knowledge, no claim has been made that the use of such Intellectual Property Collateral by such Grantor does or may, conflict with, infringe, misappropriate, dilute, misuse or otherwise violate in any material respect, any of the rights of any third party in any material respects, party;
(c) such Grantor has made all necessary filings and recordations to protect its interest in such any Intellectual Property CollateralCollateral owned by such Grantor, including but not limited to filings and recordation to the extent such filing or recordation is necessary for the conduct of the business substantially in the manner presently conducted, including recordations of any all of its interests in the Patent Collateral and Trademark Collateral in the United States Patent and Trademark Office and, if requested by the Administrative Agent, in corresponding offices throughout the world(or foreign equivalent), and its claims to the Copyright Collateral in the United States Copyright Office (or foreign equivalent), and, if requested by to the Administrative Agentextent necessary, has used proper statutory notice in corresponding offices throughout connection with its use of any material Patent, Trademark and Copyright in any of the world, Intellectual Property Collateral;
(d) such Grantor has taken all reasonable steps to safeguard its material Trade Secrets and to its knowledge (A) none of such the Trade Secrets of such Grantor has been used, divulged, disclosed or appropriated for the benefit of any other Person other than such Grantor; (B) to such Grantor’s knowledge, no employee, independent contractor or agent of such Grantor has misappropriated any Trade Secrets of any other Person in the Borrower course of performance of his or her duties as an employee, independent contractor or agent of such Grantor; and (C) no employee, independent contractor or agent of such Grantor is in default or breach of any Subsidiary thereofmaterial term of any employment agreement, non-disclosure agreement, assignment of inventions agreement or similar agreement or contract relating in any material way to the protection, ownership, development, use or transfer of such Grantor’s Intellectual Property Collateral;
(e) to such Grantor’s knowledge, no third party is infringing upon any such Intellectual Property Collateral owned or used by such Grantor in any material respect, or any of its respective licensees, Grantor;
(f) no settlement or consents, covenants not to xxx, nonassertion assurances, or releases have been entered into by such Grantor or to which such Grantor is bound that adversely affects its rights to own or use any Intellectual Property;
(g) such Grantor has not made a previous assignment, sale, transfer or agreement constituting a present or future assignment, sale or transfer of any Intellectual Property Collateralfor purposes of granting a security interest or as Collateral that has not been terminated or released except as permitted under the Credit Agreement;
(h) such Grantor has executed and delivered to the Lender Intellectual Property Collateral security agreements for all material United States Copyrights, Patents and Trademarks owned by such Grantor, including all United States Copyrights, Patents and Trademarks on Schedule III through VI (gas such schedules may be amended or supplemented from time to time by notice by such Grantor to the Lender);
(i) such Grantor uses commercially reasonable standards of quality in the manufacture, distribution and sale of all products sold and in the provision of all services rendered under or in connection with all Trademarks and has taken all commercially reasonable action necessary to ensure that all licensees of the Trademarks owned by such Grantor use such adequate standards of quality;
(j) the consummation of the transactions contemplated by the Credit Agreement and this Security Agreement will not result in the termination or material impairment of any material portion of such the Intellectual Property Collateral; and
(k) to such Grantor’s knowledge, such Grantor owns or is entitled to use by license, lease or other agreement, all Patents, Trademarks, Trade Secrets, Copyrights, mask works, licenses, technology, know-how, processes and rights with respect to any of the foregoing as necessary to conduct the business and operations of such Grantor substantially in the manner presently conducted.
Appears in 1 contract
Intellectual Property Collateral. Such Grantor represents that except for any Patent Collateral, Trademark Collateral, and Copyright Collateral specified in Item A, Item B and Item C, respectively, of Schedule Except as disclosed on Schedules III hereto, and any and all Trade Secrets Collateral, as of the date hereof, such Grantor does not own and has no interests in any other Intellectual Property Collateral material to the operations or business of such Grantor, other than the Computer Hardware and Software Collateral. Such Grantor further represents and warrants thatthrough VI, with respect to all any Intellectual Property Collateral:
(a) any Intellectual Property Collateral material to the conduct of such Grantor’s business (a) such Intellectual Property Collateral owned by any Grantor is valid, subsisting, unexpired ahead of its natural expiration or term, and enforceable and has not been abandoned by the Grantor or adjudged invalid or unenforceable, in whole or in part, ;
(b) such Grantor is the sole and exclusive owner of the entire and unencumbered right, title and interest in and to such all Intellectual Property Collateral, subject Collateral owned by such Grantor and to Permitted Liens, and, to the knowledge of such Grantor’s knowledge, no claim has been made that the use of such Intellectual Property Collateral by such Grantor does or may, conflict with, infringe, misappropriate, dilute, misuse or otherwise violate in any material respect, any of the rights of any third party in any material respects, party;
(c) such Grantor has made all necessary filings and recordations to protect its interest in such any Intellectual Property CollateralCollateral owned by such Grantor to the extent such filing or recordation is necessary for the conduct of the business substantially in the manner presently conducted, including recordations of any all of its interests in the Patent Collateral and Trademark Collateral in the United States Patent and Trademark Office and, if requested by the Administrative Agent, in corresponding offices throughout the world(or foreign equivalent), and its claims to the Copyright Collateral in the United States Copyright Office (or foreign equivalent), and, if requested by to the Administrative Agentextent necessary, has used proper statutory notice in corresponding offices throughout connection with its use of any material Patent, Trademark and Copyright in any of the world, Intellectual Property Collateral;
(d) such Grantor has taken all reasonable steps to safeguard its material Trade Secrets and to its knowledge (A) none of such the Trade Secrets of such Grantor has been used, divulged, disclosed or appropriated for the benefit of any other Person other than such Grantor; (B) no employee, independent contractor or agent of such Grantor has misappropriated any Trade Secrets of any other Person in the Borrower course of the performance of his or her duties as an employee, independent contractor or agent of such Grantor; and (C) no employee, independent contractor or agent of such Grantor is in default or breach of any Subsidiary thereofmaterial term of any employment agreement, non-disclosure agreement, assignment of inventions agreement or similar agreement or contract relating in any material way to the protection, ownership, development, use or transfer of such Grantor’s Intellectual Property Collateral;
(e) to such Grantor’s knowledge, no third party is infringing upon any such Intellectual Property Collateral owned or used by such Grantor in any material respect, or any of its respective licensees, ;
(f) no settlement or consents, covenants not to xxx, nonassertion assurances, or releases have been entered into by such Grantor or to which such Grantor is bound that adversely affects its rights to own or use any Intellectual Property; (g) [***];
(h) such Grantor has executed and delivered to the Lender Intellectual Property CollateralCollateral security agreements for all Copyrights, Patents and Trademarks owned by such Grantor, including all Copyrights, Patents and Trademarks on Schedule III through VI (as such schedules may be amended or supplemented from time to time by notice by such Grantor to the Lender);
(i) such Grantor uses commercially reasonable standards of quality in the manufacture, distribution, and sale of all products sold and in the provision of all services rendered under or in connection with all Trademarks and has taken commercially reasonable action necessary to insure that all licensees of the Trademarks owned by such Grantor use such adequate standards of quality;
(gj) the consummation of the transactions contemplated by the Credit Agreement and this Security Agreement will not result in the termination or material impairment of any material portion of such the Intellectual Property Collateral; and
(k) to such Grantor’s knowledge, such Grantor owns or is entitled to use by license, lease or other agreement, all Patents, Trademarks, Trade Secrets, Copyrights, mask works, licenses, technology, know-how, processes and rights with respect to any of the foregoing as necessary to conduct the business and operations of such Grantor substantially in the manner presently conducted.
Appears in 1 contract
Intellectual Property Collateral. Such Grantor represents that except for Except as disclosed on Schedules III through VI, with respect to any Patent Collateral, Trademark Collateral, and Copyright Collateral specified in Item A, Item B and Item C, respectively, of Schedule III hereto, and any and all Trade Secrets Collateral, as of the date hereof, such Grantor does not own and has no interests in any other Intellectual Property Collateral material Collateral:
(a) any Material IP Rights owned by any Grantor is, to the operations or business knowledge of such Grantor, other than the Computer Hardware and Software Collateral. Such Grantor further represents and warrants that, with respect to all Intellectual Property Collateral material to the conduct of such Grantor’s business (a) such Intellectual Property Collateral is valid, subsisting, unexpired and enforceable and has not been abandoned or adjudged invalid or unenforceable, in whole or in part, ;
(b) such each Grantor is the sole and exclusive owner of the entire and unencumbered right, title and interest in and to all Material IP Rights owned by such Intellectual Property Collateral, subject Grantor and to Permitted Liens, and, to the knowledge of such Grantor’s knowledge, no claim has been made that the use of such Intellectual Property Collateral by such Grantor does or may, conflict with, infringe, misappropriate, dilute, misuse or otherwise violate in any material respect, any of the rights of any third party in any material respects, party;
(c) such each Grantor has made all necessary filings and recordations to protect its interest in any Material IP Rights owned by such Intellectual Property CollateralGrantor to the extent such filing or recordation is necessary for the conduct of the business substantially in the manner presently conducted, including recordations of any all of its interests in the owned Patent Collateral and Trademark Collateral in the United States Patent and Trademark Office and, if requested by the Administrative Agent, in corresponding offices throughout the worldUSPTO or foreign equivalent, and its claims to the owned Copyright Collateral in the United States Copyright Office (the “USCO”) or foreign equivalent, and, if requested by to the Administrative Agentextent necessary, has used proper statutory notice in corresponding offices throughout the worldconnection with its use of any material Patent, Trademark and Copyright in any of such Intellectual Property Collateral;
(d) such each Grantor has taken all reasonable steps to safeguard its material Trade Secrets that constitute Material IP Rights and to its the knowledge of any Responsible Officer of such Grantor (i) none of such the Trade Secrets that constitute Material IP Rights of such Grantor has been used, divulged, disclosed or appropriated for the benefit of any other Person other than a Grantor; (ii) no employee, independent contractor or agent of such Grantor has misappropriated any Trade Secrets of any other Person in the course of the performance of his or her duties as an employee, independent contractor or agent of such Grantor; and (iii) no employee, independent contractor or agent of such Grantor is in default or breach of any material term of any employment agreement, non-disclosure agreement, assignment of inventions agreement or similar agreement or contract relating in any material way to the Borrower protection, ownership, development, use or any Subsidiary thereof, transfer of such Grantor’s Material IP Rights;
(e) to such each Grantor’s knowledge, no third party is infringing upon any such Intellectual Property Collateral owned or used by such Grantor in any material respect, or any of its respective licensees, licensees in any material respect;
(f) no written settlement or consents, covenants not to xxx, nonassertion assurances, or releases have been entered into by such any Grantor or to which such any Grantor is bound that adversely affects its rights to own or use any such of its Material IP Rights;
(g) each Grantor has not granted a Lien in any Intellectual Property CollateralCollateral owned by such Grantor that has not been terminated or released except Permitted Liens;
(h) each Grantor has executed and delivered to the Administrative Agent Intellectual Property Collateral security agreements for all applications and registrations for all Copyrights, Patents and Trademarks owned by such Grantor as of the Closing Date;
(i) each Grantor (i) uses commercially reasonable efforts designed to ensure the quality of the manufacture, distribution and sale of all products sold by the Grantor and in the provision of all services rendered under or in connection with all Trademarks and (gii) has taken all commercially reasonable actions necessary to ensure that all licensees of the Trademarks owned by such Grantor use such adequate standards of quality;
(j) the consummation of the transactions contemplated by the Credit Agreement and this Security Agreement will not result in the termination or material impairment of any material portion Material IP Rights; and
(k) to each Grantor’s knowledge, such Grantor owns or is entitled to use by license, lease or other agreement, all Patents, Trademarks, Trade Secrets, Copyrights, mask works, licenses, technology, know-how, processes and rights with respect to any of the foregoing as necessary to conduct the business and operations of such Intellectual Property CollateralGrantor substantially in the manner presently conducted.
Appears in 1 contract
Samples: Pledge and Security Agreement (Harmony Biosciences Holdings, Inc.)
Intellectual Property Collateral. Such Grantor represents that except for any Patent Collateral, Trademark Collateral, and Copyright Collateral specified in Item A, Item B and Item C, respectively, of Schedule Except as disclosed on Schedules III hereto, and any and all Trade Secrets Collateral, as of the date hereof, such Grantor does not own and has no interests in any other Intellectual Property Collateral material to the operations or business of such Grantor, other than the Computer Hardware and Software Collateral. Such Grantor further represents and warrants thatthrough VI, with respect to all any Intellectual Property Collateral:
(a) any Intellectual Property Collateral material to the conduct of such Grantor’s business (a) such Intellectual Property Collateral owned by any Grantor is valid, subsisting, unexpired and enforceable and has not been abandoned or adjudged invalid or unenforceable, in whole or in part, ;
(b) such Grantor is the sole and exclusive owner of the entire and unencumbered right, title and interest in and to such all Intellectual Property Collateral, subject Collateral owned by such Grantor and to Permitted Liens, and, to the knowledge of such Grantor’s knowledge, no claim has been made that the use of such Intellectual Property Collateral by such Grantor does or may, conflict with, infringe, misappropriate, dilute, misuse or otherwise violate in any material respect, any of the rights of any third party in any material respects, party;
(c) such Grantor has made all necessary filings and recordations to protect its interest in such any Intellectual Property CollateralCollateral owned by such Grantor, including but not limited to filings and recordation to the extent such filing or recordation is necessary for the conduct of the business substantially in the manner presently conducted, including recordations of any all of its interests in the Patent Collateral and Trademark Collateral in the United States Patent and Trademark Office and, if requested by the Administrative Agent, in corresponding offices throughout the world(or foreign equivalent), and its claims to the Copyright Collateral in the United States Copyright Office (or foreign equivalent), and, if requested by to the Administrative Agentextent necessary, has used proper statutory notice in corresponding offices throughout connection with its use of any material Patent, Trademark and Copyright in any of the world, Intellectual Property Collateral;
(d) such Grantor has taken all reasonable steps to safeguard its material Trade Secrets and to its knowledge (A) none of such the Trade Secrets of such Grantor has been used, divulged, disclosed or appropriated for the benefit of any other Person other than such Grantor; (B) to such Grantor’s knowledge, no employee, independent contractor or Administrative Agent of such Grantor has misappropriated any Trade Secrets of any other Person in the Borrower course of performance of his or her duties as an employee, independent contractor or Administrative Agent of such Grantor; and (C) no employee, independent contractor or Administrative Agent of such Grantor is in default or breach of any Subsidiary thereofmaterial term of any employment agreement, non-disclosure agreement, assignment of inventions agreement or similar agreement or contract relating in any material way to the protection, ownership, development, use or transfer of such Grantor’s Intellectual Property Collateral;
(e) to such Grantor’s knowledge, no third party is infringing upon any such Intellectual Property Collateral owned or used by such Grantor in any material respect, or any of its respective licensees, Grantor;
(f) no settlement or consents, covenants not to xxxsue, nonassertion assurances, or releases have been entered into by such Grantor or to which such Grantor is bound that adversely affects its rights to own or use any Intellectual Property;
(g) such Grantor has not made a previous assignment, sale, transfer or agreement constituting a present or future assignment, sale or transfer of any Intellectual Property Collateralfor purposes of granting a security interest or as Collateral that has not been terminated or released except as permitted under the Credit Agreement;
(h) such Grantor has executed and delivered to the Administrative Agent Intellectual Property Collateral security agreements for all material United States Copyrights, Patents and Trademarks owned by such Grantor, including all United States Copyrights, Patents and Trademarks on Schedule III through VI (gas such schedules may be amended or supplemented from time to time by notice by such Grantor to the Administrative Agent);
(i) such Grantor uses commercially reasonable standards of quality in the manufacture, distribution and sale of all products sold and in the provision of all services rendered under or in connection with all Trademarks and has taken all commercially reasonable action necessary to ensure that all licensees of the Trademarks owned by such Grantor use such adequate standards of quality;
(j) the consummation of the transactions contemplated by the Credit Agreement and this Security Agreement will not result in the termination or material impairment of any material portion of such the Intellectual Property Collateral; and
(k) to such Grantor’s knowledge, such Grantor owns or is entitled to use by license, lease or other agreement, all Patents, Trademarks, Trade Secrets, Copyrights, mask works, licenses, technology, know‑how, processes and rights with respect to any of the foregoing as necessary to conduct the business and operations of such Grantor substantially in the manner presently conducted.
Appears in 1 contract
Samples: Pledge and Security Agreement (Verrica Pharmaceuticals Inc.)
Intellectual Property Collateral. Such Grantor represents that except for Except as disclosed on Schedules III through VI, with respect to any Patent Intellectual Property Collateral, Trademark Collateral, and Copyright Collateral specified in Item A, Item B and Item C, respectively, of Schedule III hereto, and :
(a) any and all Trade Secrets Collateral, as of the date hereof, such Grantor does not own and has no interests in any other Intellectual Property Collateral material disclosed on Schedules III through VI owned by any Grantor, is subsisting and unexpired and, to the operations or business knowledge of such Grantor, other than the Computer Hardware and Software Collateral. Such Grantor further represents and warrants that, with respect to all Intellectual Property Collateral material to the conduct of such Grantor’s business (a) such Intellectual Property Collateral is valid, subsisting, unexpired valid and enforceable and has not been abandoned or adjudged invalid or unenforceable, in whole or in part, ;
(b) such Grantor is the sole and exclusive owner of the entire and unencumbered right, title and interest in and to such all Intellectual Property Collateral, subject Collateral owned by such Grantor and to Permitted Liens, and, to the knowledge of such Grantor’s knowledge, no claim has been made that the use of such Intellectual Property Collateral by such Grantor does or may, conflict with, infringe, misappropriate, dilute, misuse or otherwise violate in any material respect, any of the rights of any third party in any material respects, party;
(c) such Grantor has made all necessary filings and recordations to protect its interest in such any Intellectual Property CollateralCollateral owned by such Grantor, including but not limited to filings and recordation to the extent such filing or recordation is necessary for the conduct of the business substantially in the manner presently conducted, including recordations of any all of its interests in the Patent Collateral and Trademark Collateral in the United States Patent and Trademark Office and, if requested by the Administrative Agent, in corresponding offices throughout the world(or foreign equivalent), and its claims to the Copyright Collateral in the United States Copyright Office (or foreign equivalent), and, if requested by to the Administrative Agentextent necessary, has used proper statutory notice in corresponding offices throughout connection with its use of any material Patent, Trademark and Copyright in any of the world, Intellectual Property Collateral;
(d) with respect to Trade Secrets owned by any Grantor, such Grantor has taken all reasonable steps to safeguard its material Trade Secrets and to its knowledge (A) none of such the Trade Secrets of such Grantor has been used, divulged, disclosed or appropriated for the benefit of any other Person other than such Grantor; (B) to such Grantor’s knowledge, no employee, independent contractor or agent of such Grantor has misappropriated any Trade Secrets of any other Person in the Borrower course of performance of his or her duties as an employee, independent contractor or agent of such Grantor; and (C) no employee, independent contractor or agent of such Grantor is in default or breach of any Subsidiary thereofmaterial term of any employment agreement, non-disclosure agreement, assignment of inventions agreement or similar agreement or contract relating in any material way to the protection, ownership, development, use or transfer of such Grantor’s Intellectual Property Collateral;
(e) to such GrantorXxxxxxx’s knowledge, no third party is infringing upon any such Intellectual Property Collateral owned or used by such Grantor in any material respect, or any of its respective licensees, Grantor;
(f) no settlement or consents, covenants not to xxxsue, nonassertion assurances, or releases have been entered into by such Grantor or to which such Grantor is bound that adversely affects its rights to own or use any Intellectual Property;
(g) such Grantor has not made a previous assignment, sale, transfer or agreement constituting a present or future assignment, sale or transfer of any Intellectual Property CollateralCollateral for purposes of granting a security interest or as Collateral that has not been terminated or released except as permitted under the Credit Agreement;
(h) such Grantor has executed and delivered to the Administrative Agent Intellectual Property Collateral security agreements for all material United States Copyrights, Patents and Trademarks owned by such Grantor, including all United States Copyrights, Patents and Trademarks on Schedule III through VI (gas such schedules may be amended or supplemented from time to time by notice by such Grantor to the Administrative Agent);
(i) such Grantor uses commercially reasonable standards of quality in the manufacture, distribution and sale of all products sold and in the provision of all services rendered under or in connection with all Trademarks and has taken all commercially reasonable action necessary to ensure that all licensees of the Trademarks owned by such Grantor use such adequate standards of quality;
(j) the consummation of the transactions contemplated by the Credit Agreement and this Security Agreement will not result in the termination or material impairment of any material portion of such the Intellectual Property Collateral; and
(k) to such Grantor’s knowledge, such Grantor owns or is entitled to use by license, lease or other agreement, all Patents, Trademarks, Trade Secrets, Copyrights, mask works, licenses, technology, know-how, processes and rights with respect to any of the foregoing as necessary to conduct the business and operations of such Grantor substantially in the manner presently conducted.
Appears in 1 contract
Intellectual Property Collateral. Such Grantor represents that except for any Patent Collateral, Trademark Collateral, and Copyright Collateral specified in Item A, Item B and Item C, respectively, of Schedule III hereto, and any and all Trade Secrets Collateral, such Grantor neither owns and nor has any other interest in any Intellectual Property Collateral as of the date hereof, such Grantor does not own and has no interests in any other Intellectual Property Collateral material to the operations or business of such Grantor, other than the Computer Hardware and Software Collateral. Such Grantor further represents and warrants that, with respect to all Intellectual Property Collateral material to the conduct of such Grantor’s business (a) such Intellectual Property Collateral is valid, subsisting, unexpired and enforceable and has not been abandoned or adjudged invalid or unenforceable, in whole or in partpart except as could not reasonably be expected to result in a Material Adverse Change, (b) such Grantor is the sole and exclusive owner of the entire and unencumbered right, title and interest in and to such Intellectual Property Collateral, subject to Permitted Liens, and, to such Grantor’s knowledge, and no claim has been made that the use of such Intellectual Property Collateral does or may, conflict with, infringe, misappropriate, dilute, misuse or otherwise violate any of the rights of any third party in any material respects, (c) such Grantor has made all necessary filings and recordations to protect its interest in such material Intellectual Property Collateral, including recordations of any of its interests in the Patent Collateral and Trademark Collateral in the United States Patent and Trademark Office and, if requested by the Administrative Agent, and in corresponding offices throughout the world, and its claims to the Copyright Collateral in the United States Copyright Office and, if requested by the Administrative Agent, and in corresponding offices throughout the world, and, to the extent necessary, has used proper statutory notice in connection with its use of any material patent, trademark and copyright in any of the Intellectual Property Collateral, (d) such Grantor has taken all reasonable steps to safeguard its material Trade Secrets and to its knowledge none of such the Trade Secrets of such Grantor has been used, divulged, disclosed or appropriated for the benefit of any other Person other than such Grantor, the Borrower or any Subsidiary thereof, (e) to such Grantor’s knowledge, no third party is infringing upon any such material Intellectual Property Collateral owned or used by such Grantor in any material respect, or any of its respective licensees, (f) no settlement or consents, covenants not to xxx, nonassertion assurances, or releases have been entered into by such Grantor or to which such Grantor is bound that adversely affects its rights to own or use any such Intellectual Property Collateralexcept as would not reasonably be expected to result in a Material Adverse Change, (g) such Grantor has not made a previous assignment, sale, transfer or agreement constituting a present or future assignment, sale or transfer of any Intellectual Property for purposes of granting a security interest or as Collateral that has not been terminated or released, (h) such Grantor uses adequate standards of quality in the manufacture, distribution, and sale of all products sold and in the provision of all services rendered under or in connection with any trademarks and has taken all commercially reasonable action necessary to insure that any licensees of any trademarks owned by such Grantor use such adequate standards of quality, (gi) the consummation of the transactions contemplated by the Credit Agreement and this Security Agreement will not result in the termination or material impairment of any material portion of such the Intellectual Property Collateral, and (j) such Grantor owns directly or is entitled to use by license or otherwise, any patents, trademarks, tradenames, Trade Secrets, copyrights, mask works, licenses, technology, know-how, processes and rights with respect to any of the foregoing used in, and necessary for the conduct of such Grantor’s business in any material respect.
Appears in 1 contract
Samples: Pledge and Security Agreement (Flotek Industries Inc/Cn/)
Intellectual Property Collateral. Such Grantor represents that except for any Patent Collateral, Trademark Collateral, and Copyright Collateral specified in Item A, Item B and Item C, respectively, of Schedule III hereto, and any and all Trade Secrets Collateral, as of the date hereof, such Grantor does not own and has no interests in any other Intellectual Property Collateral material to as of the operations or business of such Grantordate hereof, other than the Computer Hardware and Software Collateral. Such Grantor further represents and warrants that, with respect to all Intellectual Property Collateral material to the conduct of such Grantor’s business (a) such Intellectual Property Collateral is valid, subsisting, unexpired and enforceable and has not been abandoned or adjudged invalid or unenforceable, in whole or in part, (b) such Grantor is the sole and exclusive owner or a licensee of the entire and unencumbered right, title and interest in and to such Intellectual Property Collateral, subject to Permitted LiensEncumbrances, and, to such Grantor’s knowledge, and no claim has been made that the use of such Intellectual Property Collateral does or may, conflict with, infringe, misappropriate, dilute, misuse or otherwise violate any of the rights of any third party in any material respects, (c) such Grantor has made all necessary filings and recordations to protect its interest in such material Intellectual Property Collateral, including recordations of any of its interests in the Patent Collateral and Trademark Collateral in the United States Patent USPTO and Trademark Office and, if requested by the Administrative Agent, in corresponding offices throughout the world, and its claims to the Copyright Collateral in the United States U.S. Copyright Office and, if requested by the Administrative Agent, and in corresponding offices throughout the world, and, to the extent necessary, has used and has directed all licensees to use proper statutory notice in connection with its use of any material patent, Trademark and copyright in any of the Intellectual Property Collateral, (d) such Grantor has taken all reasonable steps to safeguard its material Trade Secrets and to its knowledge none of such the Trade Secrets of such Grantor has been used, divulged, disclosed or appropriated for the benefit of any other Person person other than such Grantor, the Borrower or any Subsidiary thereof, (e) to such Grantor’s knowledge, no third party is infringing upon any such material Intellectual Property Collateral owned or used by such Grantor in any material respect, or any of its respective licensees, (f) no settlement or consents, covenants not to xxx, nonassertion assurances, or releases have been entered into by such Grantor or to which such Grantor is bound that adversely affects its rights to own or use any such Intellectual Property Collateral, and (g) Grantor has not made a previous assignment, sale, transfer or agreement constituting a present or future assignment, sale or transfer of any Intellectual Property Collateral for purposes of granting a security interest or as Collateral that has not been terminated or released, (h) Grantor uses adequate standards of quality in the manufacture, distribution, and sale of all products sold and in the provision of all services rendered under or in connection with any Trademarks and has taken all commercially reasonable action necessary to insure that any licensees of any Trademarks owned by Grantor use such adequate standards of quality, (i) the consummation of the transactions contemplated by the Credit Loan Agreement and this Security Agreement will not result in the termination or material impairment of any material portion of such the Intellectual Property Collateral, and (j) Grantor owns directly or is entitled to use by license or otherwise, any patents, Trademarks, tradenames, Trade Secrets, copyrights, mask works, licenses, technology, know-how, processes and rights with respect to any of the foregoing used in, and necessary for the conduct of Grantor’s business in any material respect.
Appears in 1 contract
Intellectual Property Collateral. Such Grantor represents that except for any Patent Collateral, Trademark Collateral, and Copyright Collateral specified in Item A, Item B and Item C, respectively, of Schedule III hereto, and any and all Trade Secrets Collateral, as of the date hereof, such Grantor does not own owns and has no interests in any other Intellectual Property Collateral material to as of the operations or business of such Grantordate hereof, other than the Computer Hardware and Software Collateral. Such Grantor further represents and warrants that, with respect to all Intellectual Property Collateral material to the conduct of such Grantor’s business (a) such Intellectual Property Collateral is valid, subsisting, unexpired and enforceable and has not been abandoned or adjudged invalid or unenforceable, in whole or in partpart except as could not reasonably be expected to have a Material Adverse Effect, (b) such Grantor is the sole and exclusive owner of the entire and unencumbered right, title and interest in and to such Intellectual Property Collateral, subject to Permitted Liens, and, to such Grantor’s knowledge, Collateral and no claim has been made that the use of such Intellectual Property Collateral does or may, conflict with, infringe, misappropriate, dilute, misuse or otherwise violate any of the rights of any third party in any material respectsparty, (c) such Grantor has made all necessary filings and recordations to protect its interest in such material Intellectual Property Collateral, including recordations of any of its interests in the Patent Collateral and Trademark Collateral in the United States Patent and Trademark Office and, if requested by the Administrative Agent, and in corresponding offices throughout the world, and its claims to the Copyright Collateral in the United States Copyright Office and, if requested by the Administrative Agent, and in corresponding offices throughout the world, and, to the extent necessary, has used proper statutory notice in connection with its use of any material patent, Trademark and copyright in any of the Intellectual Property Collateral, (d) such Grantor has taken all reasonable steps to safeguard its material Trade Secrets and to its knowledge (i) none of such the Trade Secrets of such Grantor has been used, divulged, disclosed or appropriated for the benefit of any other Person other than such Grantor, (ii) no employee, independent contractor or agent of such Grantor has misappropriated any Trade Secrets of any other Person in the Borrower course of the performance of his or her duties as an employee, independent contractor or agent of such Grantor, and (iii) no employee, independent contractor or agent of such Grantor is in default or breach of any Subsidiary thereofterm of any employment agreement, non-disclosure agreement, assignment of inventions agreement or similar agreement or contract relating in any way to the protection, ownership, development, use or transfer of such Grantor’s Intellectual Property Collateral, (e) to such Grantor’s knowledge, no third party is infringing upon any such material Intellectual Property Collateral owned or used by such Grantor in any material respect, or any of its respective licensees, (f) no settlement or consents, covenants not to xxx, nonassertion assurances, or releases have been entered into by such Grantor or to which such Grantor is bound that adversely affects its rights to own or use any such Intellectual Property Collateralexcept as would not reasonably have a Material Adverse Effect, (g) such Grantor has not made a previous assignment, sale, transfer or agreement constituting a present or future assignment, sale or transfer of any Intellectual Property for purposes of granting a security interest or as Collateral that has not been terminated or released, (h) such Grantor uses adequate standards of quality in the manufacture, distribution, and sale of all products sold and in the provision of all services rendered under or in connection with any Trademarks and has taken all commercially reasonable action necessary to insure that any licensees of any Trademarks owned by such Grantor use such adequate standards of quality, (gi) the consummation of the transactions contemplated by the First Lien Credit Agreement and this Security Agreement will not result in the termination or material impairment of any material portion of such the Intellectual Property Collateral, and (j) such Grantor owns directly or is entitled to use by license or otherwise, any Patents, Trademarks, Trade Secrets, Copyrights, mask works, licenses, technology, know-how, processes and rights with respect to any of the foregoing used in, necessary for the conduct of such Grantor’s business.
Appears in 1 contract
Intellectual Property Collateral. Such Grantor represents that except With respect to each item of Intellectual Property Collateral:
(a) Schedule 2.5(a) sets forth a complete and accurate list of all (i) applications and registrations for any Patent Collateral, Trademark Collateral, and Copyright Collateral specified in Item A, Item B and Item C, respectively, of Schedule III hereto, and any and all Trade Secrets Collateral, as of the date hereof, such Grantor does not own and has no interests in any other Intellectual Property Collateral material to the operations or business of such owned by any Grantor, other than the Computer Hardware (ii), all Copyright Licenses (including customized applications and systems integration software licenses, but excluding “off- the-shelf” mass market, non-customized software licenses), Patent Licenses, and Trademark Licenses and (iii) all Software Collateral. Such Grantor further represents (including customized applications and warrants thatsystems integration software licenses, with respect to all Intellectual Property Collateral material to the conduct of such but excluding “off-the-shelf” mass market, non-customized software licenses).
(b) To each Grantor’s business (a) such knowledge, the Intellectual Property Collateral is valid, subsisting, unexpired valid and enforceable enforceable; and the Intellectual Property Collateral owned by such Grantor has not been abandoned or adjudged invalid or unenforceable, in whole or in part, .
(bc) such Grantor is the sole and exclusive owner of the right, title and interest in and to such Intellectual Property Collateral, subject to Permitted Liens, and, to such To each Grantor’s knowledge, no claim has been made that the use of such any Intellectual Property Collateral does or may, conflict with, infringe, misappropriate, dilute, misuse or otherwise may violate any of the rights of any third party Person.
(d) Each Grantor has performed all acts and has paid all required fees and taxes to maintain the Intellectual Property Collateral owned by any grantor in full force and effect in the jurisdictions in which it engages in commerce and it deems it reasonably necessary, as applicable, except where such fees and taxes are being contested in good faith with diligent prosecution.
(e) Each Grantor owns, or is entitled to use by license or otherwise, all Intellectual Property Collateral necessary for or used in the conduct of its business. To the extent any material respectssuch Intellectual Property Collateral was developed, authored, conceived or created, in whole or in part, for or on behalf of any Grantor by any Person (c) except in the case of a Copyright, by an employee of any Grantor acting within the scope of such employee’s employment), then such Grantor has made entered into a written agreement with such Person in which such Person has assigned all necessary filings right, title and recordations to protect its interest in and to such Intellectual Property CollateralCollateral to such Grantor.
(f) To each Grantor’s knowledge, including recordations of any neither the operation of its interests in the Patent Collateral and Trademark Collateral in the United States Patent and Trademark Office andbusiness nor any slogan or other advertising device, if requested product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Administrative Agentany Grantor violates, in corresponding offices throughout the world, and its claims to the Copyright Collateral in the United States Copyright Office and, if requested infringes or misappropriates any rights held by the Administrative Agent, in corresponding offices throughout the world, (d) such Grantor has taken all reasonable steps to safeguard its material Trade Secrets and to its knowledge none of such Trade Secrets of such Grantor has been used, divulged, disclosed or appropriated for the benefit of any other Person other than such Grantor, the Borrower or any Subsidiary thereof, (e) to such Person. To each Grantor’s knowledge, no third party is infringing upon any such Intellectual Property Collateral owned claim or used by such Grantor in any material respect, or litigation regarding any of its respective licensees, (f) no settlement the foregoing is pending or consents, covenants not to xxx, nonassertion assurances, or releases have been entered into by such Grantor or to which such Grantor is bound that adversely affects its rights to own or use any such Intellectual Property Collateral, and (g) the consummation of the transactions contemplated by the Credit Agreement and this Security Agreement will not result in the termination or material impairment of any material portion of such Intellectual Property Collateralthreatened.
Appears in 1 contract
Samples: Security Agreement (Altitude International Holdings, Inc.)
Intellectual Property Collateral. Such Grantor represents that except for any Patent Collateral, Trademark Collateral, and Copyright Collateral specified in Item A, Item B and Item C, respectively, of Schedule III hereto, and any and all Trade Secrets Collateral, as of the date hereof, such Grantor does not own and has no interests in any other registered Intellectual Property Collateral material to as of the operations or business of such Grantor, other than the Computer Hardware and Software Collateraldate hereof. Such Grantor further represents and warrants that, with respect to all Intellectual Property Collateral material to the conduct operations or business of such Grantor’s business : (a) such Intellectual Property Collateral that has been registered or for which applications for registration have been filed is valid, subsisting, unexpired and enforceable and has not been abandoned or adjudged invalid or unenforceable, in whole or in part, (b) such Grantor is the sole and exclusive owner of the entire and unencumbered right, title and interest in and to such Intellectual Property Collateral, subject to Permitted Liens, and, to such Grantor’s knowledge, and no claim has been made that the use of such Intellectual Property Collateral does or may, conflict with, infringe, misappropriate, dilute, misuse or otherwise violate any of the rights of any third party in any material respects, (c) such Grantor has made all necessary filings and recordations to protect its interest in such Intellectual Property Collateral, that has been registered or for which applications for registration have been filed, including recordations of any of its interests in the Patent Collateral and Trademark Collateral in the United States Patent and Trademark Office and, if requested by the Administrative Agent, and in corresponding offices throughout the world, and its claims to the such Copyright Collateral in the United States Copyright Office and, if requested by the Administrative Agent, and in corresponding offices throughout the world, and, to the extent necessary, has used proper statutory notice in connection with its use of any patent, trademark and copyright in any of such Intellectual Property Collateral, (d) such Grantor has taken all reasonable steps to safeguard its material Trade Secrets and and, to its knowledge knowledge, none of such the Trade Secrets of such Grantor has been used, divulged, disclosed or appropriated for the benefit of any other Person other than such Grantor, the Borrower or any Subsidiary thereofother Credit Parties and its and their Affiliates, (e) to such Grantor’s knowledge, no third party is infringing upon any such Intellectual Property Collateral owned or used by such Grantor in any material respect, or any of its respective licensees, (f) no settlement or consents, covenants not to xxx, nonassertion assurances, or releases have been entered into by such Grantor or to which such Grantor is bound that adversely affects its rights to own or use any Intellectual Property, (g) such Grantor has not made a previous assignment, sale, transfer or agreement constituting a present or future assignment, sale or transfer of any Intellectual Property Collateralfor purposes of granting a security interest or as Collateral that has not been terminated or released, (h) such Grantor uses adequate standards of quality in the manufacture, distribution, and sale of all products sold and in the provision of all services rendered under or in connection with any Trademarks and has taken all commercially reasonable action necessary to insure that any licensees of any Trademarks owned by such Grantor use such adequate standards of quality, (gi) the consummation of the transactions contemplated by the Credit Agreement and this Security Agreement will not result in the termination or material impairment of any material portion of such Intellectual Property Collateral, and (j) such Grantor owns directly or is entitled to use by license or otherwise, any patents, trademarks, tradenames, Trade Secrets, copyrights, mask works, licenses, technology, know-how, processes and rights with respect to any of the foregoing used in, and necessary for the conduct of such Grantor’s business in any material respect.
Appears in 1 contract
Samples: Credit Agreement (Heckmann Corp)
Intellectual Property Collateral. Such Grantor represents that except for With respect to any Patent Collateral, Trademark Collateral, and Copyright Collateral specified in Item A, Item B and Item C, respectively, of Schedule III hereto, and any and all Trade Secrets Collateral, as of the date hereof, such Grantor does not own and has no interests in any other Intellectual Property Collateral material owned by the Grantor in the Grantor's name as such may be changed from time to time the operations loss, impairment or business infringement of which might have a Material Adverse Effect:
(1) each such GrantorCopyright, other than the Computer Hardware and Software Collateral. Such Grantor further represents and warrants that, with respect to all Intellectual Property Collateral material to the conduct of such Grantor’s business (a) such Intellectual Property Collateral Patent or Trademark is valid, subsisting, unexpired and enforceable subsisting and has not been abandoned or adjudged invalid or unenforceable, in whole or in part and, to the Grantor's knowledge, there is no basis or any grounds for any such Copyright, Patent or Trademark to be adjudged invalid or unenforceable in whole or in part;
(2) the Grantor has made all reasonable and proper filings and recordations to protect its interest in such Copyrights, Patents or Trademarks, including recordations of its interests in the Patents and Trademarks in the United States Patent and Trademark Office and in corresponding offices throughout the world and its claims to the Copyrights in the United States Copyright Office and in corresponding offices throughout the world;
(b3) such Grantor to the Grantor's knowledge it is the sole and exclusive owner of the entire and unencumbered right, title and interest in and to such Intellectual Property CollateralCopyrights, subject to Permitted Liens, and, to such Grantor’s knowledge, Patents or Trademarks and no claim has been made that the use of such Intellectual Property Collateral does Copyrights, Patents or may, conflict with, infringe, misappropriate, dilute, misuse or otherwise violate any of Trademarks violates the asserted rights of any third party in any material respects, party;
(c4) such the Grantor has made performed and will continue to perform all necessary filings acts and recordations has paid and will continue to protect its interest pay all required fees and taxes to maintain each and every Copyright, Patent or Trademark in such Intellectual Property Collateral, including recordations of any of its interests in the Patent Collateral full force and Trademark Collateral in the United States Patent and Trademark Office and, if requested by the Administrative Agent, in corresponding offices effect throughout the world, and its claims to the Copyright Collateral in the United States Copyright Office andas applicable, if requested by the Administrative Agent, in corresponding offices throughout the world, (d) such Grantor has taken all reasonable steps to safeguard its material Trade Secrets and to its knowledge none of such Trade Secrets of such Grantor has been used, divulged, disclosed or appropriated for the benefit of any other Person other than such Grantor, the Borrower or any Subsidiary thereof, (e) to such Grantor’s knowledge, no third party is infringing upon any such Intellectual Property Collateral owned or used by such Grantor in any material respect, or any of its respective licensees, (f) no settlement or consents, covenants not to xxx, nonassertion assurances, or releases have been entered into by such Grantor or to which such Grantor is bound that adversely affects its rights to own or use any such Intellectual Property Collateral, and (g) the consummation of the transactions contemplated except as permitted by the Credit Agreement or this Agreement; and
(5) the Grantor has taken commercially reasonable steps to protect and this Security Agreement will maintain the secrecy of its Trade Secrets. The Grantor owns or is entitled to use by license or otherwise, all Trade Secrets, licenses, technology, know-how, processes and rights not result included in the termination Copyrights, Patents or material impairment Trademarks used in, necessary for or of any material portion importance to the conduct of such Intellectual Property Collateralthe Grantor's business.
Appears in 1 contract
Intellectual Property Collateral. Such Grantor represents that except for With respect to any Patent Collateral, Trademark Collateral, and Copyright Collateral specified in Item A, Item B and Item C, respectively, of Schedule III hereto, and any and all Trade Secrets Collateral, as of the date hereof, such Grantor does not own and has no interests in any other Intellectual Property Collateral material to the operations loss, impairment or business infringement of such Grantor, other than the Computer Hardware and Software Collateral. Such Grantor further represents and warrants that, with respect to all Intellectual Property Collateral material to the conduct of such Grantor’s business which might have a Material Adverse Effect:
(a) to the best knowledge of the Grantor, such Intellectual Property Collateral is valid, subsisting, unexpired and enforceable subsisting and has not been abandoned or adjudged invalid or unenforceable, in whole or in part, ;
(b) such Grantor is to the sole and exclusive owner best knowledge of the rightGrantor, title and interest in and to such Intellectual Property Collateral, subject to Permitted Liens, and, to such Grantor’s knowledge, no claim has been made that the use of such Intellectual Property Collateral does or may, conflict with, infringe, misappropriate, dilute, misuse or otherwise violate any of the rights of any third party in any material respects, is valid and enforceable;
(c) such Grantor has made all necessary filings and recordations to protect its interest in such Intellectual Property Collateral, including recordations of any all of its interests in the Patent Collateral and Trademark Collateral in the United States Patent and Trademark Office and, if requested by the Administrative Agent, and in corresponding offices throughout in countries in which the world, failure to so file and/or record could reasonably have a Material Adverse Effect and its claims to the Copyright Collateral in the United States Copyright Office and, if requested by the Administrative Agent, and in corresponding offices in countries in which the failure to so file and/or record could reasonably have a Material Adverse Effect;
(d) to the best knowledge of the Grantor, no claim has been made that the use of such Intellectual Property Collateral does or may violate the asserted rights of any third party and such Grantor is the exclusive owner of the entire and unencumbered right, title and interest in and to such Intellectual Property Collateral;
(e) to the best knowledge of the Grantor, such Grantor has performed all acts and has paid all required fees and taxes to maintain each and every such item of Intellectual Property Collateral in full force and effect throughout the world, (d) such Grantor has taken all reasonable steps to safeguard its material Trade Secrets and to its knowledge none of such Trade Secrets of such Grantor has been used, divulged, disclosed or appropriated for the benefit of any other Person other than such Grantor, the Borrower or any Subsidiary thereof, (e) to such Grantor’s knowledge, no third party is infringing upon any such Intellectual Property Collateral owned or used by such Grantor in any material respect, or any of its respective licensees, as applicable; and
(f) no settlement or consentsto the best knowledge of the Grantor, covenants not to xxx, nonassertion assurances, or releases have been entered into by such Grantor owns directly or is entitled to which such Grantor is bound that adversely affects its use by license or otherwise, all patents, Trademarks, Trade Secrets, copyrights, licenses, technology, know-how, processes and rights with respect to own or use any such Intellectual Property Collateral, and (g) the consummation of the transactions contemplated by foregoing used in or necessary for the Credit Agreement and this Security Agreement will not result in the termination or material impairment of any material portion conduct of such Intellectual Property CollateralGrantor's business.
Appears in 1 contract
Samples: Security and Pledge Agreement (World Almanac Education Group Inc)
Intellectual Property Collateral. Such Grantor represents that except for any Patent Collateral, Trademark Collateral, Copyright Collateral and Copyright Design Collateral specified in Item A, Item B B, Item C and Item CD, respectively, of Schedule III hereto, and any and all Trade Secrets Collateral, as of the date hereofClosing Date, or if applicable, from time to time thereafter as of such dates on which the schedules to this Security Agreement are required to be amended, supplemented or otherwise modified, such Grantor does not own and has no interests any registrations or applications for registration (whether in any other preparation or pending) of Intellectual Property Collateral material to the operations or business of such Grantor, other than Grantor or the Computer Hardware and Software applicable Grantors using such Intellectual Property Collateral (the “Material Intellectual Property Collateral”). Such Grantor further represents and warrants that, with respect to all Material Intellectual Property Collateral material to the conduct of such Grantor’s business (a) such Material Intellectual Property Collateral is (other than with respect to applications) valid, subsisting, unexpired and (other than with respect to applications) enforceable and has not been abandoned or adjudged invalid or unenforceable, in whole or in part, (b) such Grantor is the sole and exclusive owner of the right, title and interest in and to such Material Intellectual Property Collateral, subject to Permitted Liens, and, to such Grantor’s knowledge, no claim has been made that the use of such Material Intellectual Property Collateral does or may, conflict with, infringe, misappropriate, dilute, misuse or otherwise violate any of the rights of any third party in any material respects, (c) such Grantor has made all necessary filings and recordations to protect its interest in such Material Intellectual Property Collateral, including recordations of any of its interests in the Patent Collateral, Design Collateral and Trademark Collateral in the United States Patent and Trademark Office, the Canadian Intellectual Property Office and, if requested by the Administrative AgentAgent following the occurrence and continuance of an Event of Default, in corresponding offices throughout the world, and its claims to the Copyright Collateral in the United States Copyright Office, the Canadian Intellectual Property Office and, if requested by the Administrative AgentAgent following the occurrence and continuance of an Event of Default, in corresponding offices throughout the world, (d) such Grantor has taken all reasonable steps to safeguard its material Trade Secrets and to its knowledge none of such material Trade Secrets of such Grantor has been used, divulged, disclosed or appropriated for the benefit of any other Person other than such Grantor, the Borrower or any Subsidiary thereof, (e) to such Grantor’s knowledge, no third party is infringing upon any such Material Intellectual Property Collateral owned or used by such Grantor in any material respect, or any of its respective licensees, (f) there are no settlement or consents, covenants not to xxx, nonassertion assurances, or releases that have been entered into by such Grantor or or, to such Grantor’s knowledge, to which such Grantor is bound that materially and adversely affects its rights to own or use any such Material Intellectual Property Collateral, and (g) the consummation of the transactions contemplated by the Credit Agreement and this Security Agreement will not result in the termination or material impairment of any material portion of such Material Intellectual Property Collateral.
Appears in 1 contract
Intellectual Property Collateral. Such Grantor represents that except for any Patent Collateral, Trademark Collateral, and Copyright Collateral specified in Item A, Item B and Item C, respectively, of Schedule III hereto, and any and all Trade Secrets Collateral, Except as of the date hereof, such Grantor does not own and has no interests in any other Intellectual Property Collateral material to the operations or business of such Grantor, other than the Computer Hardware and Software Collateral. Such Grantor further represents and warrants thatdisclosed on Attachment 4, with respect to all any Intellectual Property Collateral which is material to the conduct operation or business of such Grantor’s business the Grantors taken as a whole:
(a) such Intellectual Property Collateral is is, as of the Effective Date, valid, subsisting, unexpired and enforceable and has not been abandoned or adjudged invalid or unenforceable, in whole or in part, part except as could not be expected to have a Material Adverse Effect;
(b) such each Grantor is the sole and exclusive owner of the entire and unencumbered right, title and interest in and to such Intellectual Property Collateral, subject to Permitted Liens, and, to such Grantor’s knowledge, Collateral and no Grantor has received any written notice or claim has been made that the use of such Intellectual Property Collateral does or may, conflict with, infringe, misappropriate, dilute, misuse or otherwise violate any of the rights of any third party in any material respects, party;
(c) such each Grantor has made all necessary filings and recordations to protect its interest in such Intellectual Property CollateralCollateral registered in the United States, including recordations of any all of its interests in the Patent Collateral, registered or applied-for Trademark Collateral, and registered or applied-for Copyright Collateral and Trademark Collateral in in, as applicable, the United States Patent and Trademark Office, the United States Copyright Office and, if requested by the Administrative Agent, and in corresponding offices throughout the worldworld and, and its claims to the Copyright Collateral extent necessary, has materially complied with the mandatory statutory notice requirements in connection with its use of any material patent, Trademark and copyright in any of the United States Copyright Office and, if requested by the Administrative Agent, in corresponding offices throughout the world, Intellectual Property Collateral;
(d) such each Grantor has taken all reasonable steps to safeguard its material Trade Secrets and to its knowledge (i) none of such the Trade Secrets of such Grantor has been used, divulged, disclosed or appropriated for the benefit of any other Person other than such Grantor; (ii) no employee, independent contractor or agent of such Grantor has misappropriated any Trade Secrets of any other Person in the Borrower course of the performance of his or her duties as an employee, independent contractor or agent of such Grantor; and (iii) no employee, independent contractor or agent of such Grantor is in default or breach of any Subsidiary thereofterm of any employment agreement, non-disclosure agreement, assignment of inventions agreement or similar agreement or contract relating in any way to the protection, ownership, development, use or transfer of such Grantor’s Intellectual Property Collateral;
(e) to such the actual knowledge of any Responsible Officer of a Grantor’s knowledge, no third party is infringing upon any such Intellectual Property Collateral owned or used by such Grantor in any material respect, or any of its respective licensees, licensees in any material respect;
(f) no settlement settlements or consents, covenants not to xxx, nonassertion assurances, assurances or releases have been entered into by such each Grantor or to which such Grantor is bound that adversely affects its rights to own or use any such Intellectual Property Collateral, and except as would not have a Material Adverse Effect;
(g) each Grantor has not made a previous assignment, sale, transfer or agreement constituting a present or future assignment, sale or transfer of any Intellectual Property for purposes of granting a security interest or as collateral that has not been terminated or released;
(h) each Grantor has executed and delivered to the Administrative Agent, Intellectual Property Collateral security agreements for all United States copyrights, patents and Trademarks owned by such Grantor, including all copyrights, patents and trademarks on Attachment 4 (as such attachment may be amended or supplemented from time to time);
(i) each Grantor uses adequate standards of quality in the manufacture, distribution and sale of all products sold and in the provision of all services rendered under or in connection with all Trademarks and has taken commercially reasonable action necessary to insure that all licensees of the Trademarks owned by such Grantor use such adequate standards of quality;
(j) the consummation of the transactions contemplated by the Credit Agreement and this Security Agreement will not result in the termination or material impairment of any material portion of such the Intellectual Property Collateral; and
(k) each Grantor owns directly, or is entitled to use by license or otherwise, all patents, Trademarks, Trade Secrets, copyrights, mask works, licenses, technology, know‑how, processes and rights with respect to any of the foregoing which are used in or necessary for the conduct of such business of the Grantors.
Appears in 1 contract
Intellectual Property Collateral. Such Grantor represents that except for any Patent Collateral, Trademark Collateral, and Copyright Collateral specified in Item A, Item B and Item C, respectively, of Schedule III hereto, and any and all Trade Secrets Collateral, as of the date hereof, such Grantor does not own owns and has no interests in any other Intellectual Property Collateral material to as of the operations or business of such Grantordate hereof, other than the Computer Hardware and Software Collateral. Such Grantor further represents and warrants that, with respect to all Intellectual Property Collateral material to the conduct of such Grantor’s business (a) such Intellectual Property Collateral is valid, subsisting, unexpired and enforceable and has not been abandoned or adjudged invalid or unenforceable, in whole or in partpart except as could not reasonably be expected to have a Material Adverse Effect, (b) such Grantor is the sole and exclusive owner of the entire and unencumbered right, title and interest in and to such Intellectual Property Collateral, subject to Permitted Liens, and, to such Grantor’s knowledge, Collateral and no claim has been made that the use of such Intellectual Property Collateral does or may, conflict with, infringe, misappropriate, dilute, misuse or otherwise violate any of the rights of any third party in any material respectsparty, (c) such Grantor has made all necessary filings and recordations to protect its interest in such material Intellectual Property Collateral, including recordations of any of its interests in the Patent Collateral and Trademark Collateral in the United States Patent and Trademark Office and, if requested by the Administrative Agent, and in corresponding offices throughout the world, and its claims to the Copyright Collateral in the United States Copyright Office and, if requested by the Administrative Agent, and in corresponding offices throughout the world, and, to the extent necessary, has used proper statutory notice in connection with its use of any material patent, Trademark and copyright in any of the Intellectual Property Collateral, (d) such Grantor has taken all reasonable steps to safeguard its material Trade Secrets and to its knowledge (i) none of such the Trade Secrets of such Grantor has been used, divulged, disclosed or appropriated for the benefit of any other Person other than such Grantor, (ii) no employee, independent contractor or agent of such Grantor has misappropriated any Trade Secrets of any other Person in the Borrower course of the performance of his or her duties as an employee, independent contractor or agent of such Grantor, and (iii) no employee, independent contractor or agent of such Grantor is in default or breach of any Subsidiary thereofterm of any employment agreement, non-disclosure agreement, assignment of inventions agreement or similar agreement or contract relating in any way to the protection, ownership, development, use or transfer of such Grantor’s Intellectual Property Collateral, (e) to such Grantor’s knowledge, no third party is infringing upon any such material Intellectual Property Collateral owned or used by such Grantor in any material respect, or any of its respective licensees, (f) no settlement or consents, covenants not to xxxsxx, nonassertion assurances, or releases have been entered into by such Grantor or to which such Grantor is bound that adversely affects its rights to own or use any such Intellectual Property Collateralexcept as would not reasonably have a Material Adverse Effect, (g) such Grantor has not made a previous assignment, sale, transfer or agreement constituting a present or future assignment, sale or transfer of any Intellectual Property for purposes of granting a security interest or as Collateral that has not been terminated or released, (h) such Grantor uses adequate standards of quality in the manufacture, distribution, and sale of all products sold and in the provision of all services rendered under or in connection with any Trademarks and has taken all commercially reasonable action necessary to insure that any licensees of any Trademarks owned by such Grantor use such adequate standards of quality, (gi) the consummation of the transactions contemplated by the First Lien Credit Agreement and this Security Agreement will not result in the termination or material impairment of any material portion of such the Intellectual Property Collateral, and (j) such Grantor owns directly or is entitled to use by license or otherwise, any Patents, Trademarks, Trade Secrets, Copyrights, mask works, licenses, technology, know-how, processes and rights with respect to any of the foregoing used in, necessary for the conduct of such Grantor’s business.
Appears in 1 contract
Samples: First Lien Pledge and Security Agreement (Energy XXI Gulf Coast, Inc.)
Intellectual Property Collateral. Such Grantor represents that except for any Patent Collateral, Trademark Collateral, and Copyright Collateral specified in Item A, Item B and Item C, respectively, of Schedule Except as disclosed on Schedules III hereto, and any and all Trade Secrets Collateral, as of the date hereof, such Grantor does not own and has no interests in any other Intellectual Property Collateral material to the operations or business of such Grantor, other than the Computer Hardware and Software Collateral. Such Grantor further represents and warrants thatthrough V, with respect to all any material Intellectual Property Collateral material to the conduct of such that is owned by a Grantor’s business :
(a) such Intellectual Property Collateral is valid, subsisting, unexpired and enforceable and has not been abandoned or adjudged invalid or unenforceable, in whole or in part, part except as could not be expected to have a Material Adverse Effect;
(b) such Grantor is the sole and exclusive owner of the entire and unencumbered right, title and interest in and to such Intellectual Property Collateral, subject to Permitted Liens, Collateral and, to such Grantor’s knowledgeknowledge without inquiry, no claim has been made that the use of such Intellectual Property Collateral does or may, conflict with, infringe, misappropriate, dilute, misuse or otherwise violate any of the rights of any third party in any material respects, party;
(c) such Grantor has made all necessary filings and recordations to protect its interest in such Intellectual Property Collateral, including recordations of any all of its interests in the Patent Collateral and Trademark Collateral in the United States Patent and Trademark Office and, if requested by the Administrative Agent, and in corresponding offices throughout the world, and its claims to the Copyright Collateral in the United States Copyright Office and, if requested by the Administrative Agent, and in corresponding offices throughout the world, and, to the extent necessary, has used proper statutory notice in connection with its use of any material patent, Trademark and copyright in any of the Intellectual Property Collateral;
(d) such Grantor has taken all reasonable steps to safeguard its material Trade Secrets and to its knowledge without inquiry (A) none of such the Trade Secrets of such Grantor has been used, divulged, disclosed or appropriated for the benefit of any other Person other than such Grantor; (B) no employee, independent contractor or agent of such Grantor has misappropriated any Trade Secrets of any other Person in the Borrower course of the performance of his or her duties as an employee, independent contractor or agent of such Grantor; and (C) no employee, independent contractor or agent of such Grantor is in default or breach of any Subsidiary thereofterm of any employment agreement, non-disclosure agreement, assignment of inventions agreement or similar agreement or contract relating in any way to the protection, ownership, development, use or transfer of such Grantor’s Intellectual Property Collateral;
(e) to such Grantor’s knowledgeknowledge without inquiry, no third party is infringing upon any such Intellectual Property Collateral owned or used by such Grantor in any material respect, or any of its respective licensees, ;
(f) no settlement or consents, covenants not to xxx, nonassertion assurances, or releases have been entered into by such Grantor or to which such Grantor is bound that adversely affects its rights to own or use any such Intellectual Property Collateralexcept as would not have a Material Adverse Effect;
(g) such Grantor has not made a previous assignment, sale, transfer or agreement constituting a present or future assignment, sale or transfer of any Intellectual Property for purposes of granting a security interest or as Collateral that has not been terminated or released
(h) such Grantor has executed and delivered to the Administrative Agent, Intellectual Property Collateral security agreements for all copyrights, patents and Trademarks owned by such Grantor, including all copyrights, patents and trademarks on Schedule III through V (as such schedules may be amended or supplemented from time to time);
(i) such Grantor uses adequate standards of quality in the manufacture, distribution, and sale of all products sold and in the provision of all services rendered under or in connection with all Trademarks and has taken commercially reasonable action necessary to insure that all licensees of the Trademarks owned by such Grantor use such adequate standards of quality;
(gj) the consummation of the transactions contemplated by the Credit Agreement and this Security Agreement will not result in the termination or material impairment of any material portion of such the Intellectual Property Collateral; and
(k) such Grantor owns directly or is entitled to use by license or otherwise, all Patents, Trademarks, Trade Secrets, Copyrights, mask works, licenses, technology, know-how, processes and rights with respect to any of the foregoing used in, necessary for or of importance to the conduct of such Grantor’s business.
Appears in 1 contract
Intellectual Property Collateral. Such Grantor represents that except for any Patent Collateral, Trademark Collateral, and Copyright Collateral specified in Item A, Item B and Item C, respectively, of Schedule Except as disclosed on Schedules III hereto, and any and all Trade Secrets Collateral, as of the date hereof, such Grantor does not own and has no interests in any other Intellectual Property Collateral material to the operations or business of such Grantor, other than the Computer Hardware and Software Collateral. Such Grantor further represents and warrants thatthrough V, with respect to all any Intellectual Property Collateral material to the conduct of such Grantor’s business Collateral:
(a) such Intellectual Property Collateral is valid, subsisting, unexpired and enforceable and has not been abandoned or adjudged invalid or unenforceable, in whole or in part, part except as could not be expected to have a Material Adverse Effect;
(b) such Grantor is the sole and exclusive owner of the entire and unencumbered right, title and interest in and to such Intellectual Property Collateral, subject to Permitted Liens, and, to such Grantor’s knowledge, Collateral and no claim has been made that the use of such Intellectual Property Collateral does or may, conflict with, infringe, misappropriate, dilute, misuse or otherwise violate any of the rights of any third party in any material respects, party;
(c) such Grantor has made all necessary filings and recordations to protect its interest in such Intellectual Property CollateralCollateral material to its business, including recordations of any all of its interests in the Patent Collateral and Trademark Collateral material to its business in the United States Patent and Trademark Office and, if requested by the Administrative Agent, and in corresponding offices throughout the world, and its claims to the Copyright Collateral in the United States Copyright Office and, if requested by the Administrative Agent, and in corresponding offices throughout the world, ;
(d) such Grantor has taken all reasonable steps to safeguard its material Trade Secrets and to its knowledge (A) none of such the Trade Secrets of such Grantor has been used, divulged, disclosed or appropriated for the benefit of any other Person other than such Grantor; (B) no employee, independent contractor or agent of such Grantor has misappropriated any Trade Secrets of any other Person in the Borrower course of the performance of his or her duties as an employee, independent contractor or agent of such Grantor; and (C) no employee, independent contractor or agent of such Grantor is in default or breach of any Subsidiary thereofterm of any employment agreement, non-disclosure agreement, assignment of inventions agreement or similar agreement or contract relating in any way to the protection, ownership, development, use or transfer of such Grantor's Intellectual Property Collateral;
(e) to such Grantor’s 's knowledge, no third party is infringing upon any such Intellectual Property Collateral owned or used by such Grantor in any material respect, or any of its respective licensees, ;
(f) no settlement or consents, covenants not to xxxsxx, nonassertion assurances, or releases have been entered into by such Grantor or to which such Grantor is bound that adversely affects its rights to own or use any such Intellectual Property Collateralexcept as would not have a Material Adverse Effect;
(g) such Grantor has not made a previous assignment, sale, transfer or agreement constituting a present or future assignment, sale or transfer of any Intellectual Property for purposes of granting a security interest or as Collateral that has not been terminated or released;
(h) such Grantor uses adequate standards of quality in the manufacture, distribution, and sale of all products sold and in the provision of all services rendered under or in connection with all Trademarks and has taken all commercially reasonable action necessary to insure that all licensees of the Trademarks owned by such Grantor use such adequate standards of quality;
(gi) the consummation of the transactions contemplated by the Credit Agreement and this Security Agreement will not result in the termination or material impairment of any material portion of such the Intellectual Property Collateral;
(j) such Grantor owns directly or is entitled to use by license or otherwise, all Patents, Trademarks, Trade Secrets, Copyrights, mask works, licenses, technology, know-how, processes and rights with respect to any of the foregoing used in, necessary for or of importance to the conduct of such Grantor's business; and
(k) the Intellectual Property Collateral disclosed on Schedules III through V is not material to the operations or business of any Grantor, is of negligible economic value to the Grantors and its value is otherwise not material.
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Intellectual Property Collateral. Such The Grantor represents that except for any Patent Collateral, Trademark Collateral, and Copyright Collateral specified in Item A, Item B and Item C, respectively, of Schedule III hereto, and any and all Trade Secrets Collateral, as of the date hereof, such Grantor does not own owns and has no interests in any other Intellectual Property Collateral material to as of the operations or business of such Grantordate hereof, other than the Computer Hardware and Software Collateral. Such Grantor further represents and warrants that, with respect to all Intellectual Property Collateral material to the conduct of such Grantor’s business (a) such Intellectual Property Collateral is valid, subsisting, unexpired and enforceable and has not been abandoned or adjudged invalid or unenforceable, in whole or in partpart except as could not reasonably be expected to have a material adverse effect on the Grantor, (b) such the Grantor is the sole and exclusive owner of the entire and unencumbered right, title and interest in and to such Intellectual Property Collateral, subject to Permitted Liens, and, to such Grantor’s knowledge, Collateral and no claim has been made that the use of such Intellectual Property Collateral does or may, conflict with, infringe, misappropriate, dilute, misuse or otherwise violate any of the rights of any third party in any material respectsparty, (c) such the Grantor has made all necessary filings and recordations to protect its interest in such material Intellectual Property Collateral, including recordations of any of its interests in the Patent Collateral and Trademark Collateral in the United States Patent and Trademark Office and, if requested by the Administrative Agent, and in corresponding offices throughout the world, and its claims to the Copyright Collateral in the United States Copyright Office and, if requested by the Administrative Agent, and in corresponding offices throughout the world, and, to the extent necessary, has used proper statutory notice in connection with its use of any material patent, Trademark and copyright in any of the Intellectual Property Collateral, (d) such the Grantor has taken all reasonable steps to safeguard its material Trade Secrets and to its knowledge (i) none of such the Trade Secrets of such the Grantor has been used, divulged, disclosed or appropriated for the benefit of any other Person other than such the Grantor, (ii) no employee, independent contractor or agent of the Borrower Grantor has misappropriated any Trade Secrets of any other Person in the course of the performance of his or her duties as an employee, independent contractor or agent of the Grantor, and (iii) no employee, independent contractor or agent of the Grantor is in default or breach of any Subsidiary thereofterm of any employment agreement, non-disclosure agreement, assignment of inventions agreement or similar agreement or contract relating in any way to the protection, ownership, development, use or transfer of the Grantor’s Intellectual Property Collateral, (e) to such the Grantor’s knowledge, no third party is infringing upon any such material Intellectual Property Collateral owned or used by such the Grantor in any material respect, or any of its respective licensees, (f) no settlement or consents, covenants not to xxxsxx, nonassertion assurances, or releases have been entered into by such the Grantor or to which such the Grantor is bound that adversely affects its rights to own or use any such Intellectual Property Collateralexcept as would not reasonably have a material adverse effect on the Grantor, (g) the Grantor has not made a previous assignment, sale, transfer or agreement constituting a present or future assignment, sale or transfer of any Intellectual Property for purposes of granting a security interest or as Collateral that has not been terminated or released, (h) the Grantor uses adequate standards of quality in the manufacture, distribution, and sale of all products sold and in the provision of all services rendered under or in connection with any Trademarks and has taken all commercially reasonable action necessary to insure that any licensees of any Trademarks owned by the Grantor use such adequate standards of quality, (gi) the consummation of the transactions contemplated by the Credit Agreement Indenture and this Security Agreement will not result in the termination or material impairment of any material portion of such the Intellectual Property Collateral, and (j) the Grantor owns directly or is entitled to use by license or otherwise, any Patents, Trademarks, Trade Secrets, Copyrights, mask works, licenses, technology, know-how, processes and rights with respect to any of the foregoing used in, necessary for the conduct of the Grantor’s business.
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Samples: Security Agreement (Energy XXI LTD)
Intellectual Property Collateral. Such Grantor represents that except for With respect to any Patent Collateral, Trademark Collateral, and Copyright Collateral specified in Item A, Item B and Item C, respectively, of Schedule III hereto, and any and all Trade Secrets Collateral, as of the date hereof, such Grantor does not own and has no interests in any other Intellectual Property Collateral owned by the Borrowers, the loss, impairment or infringement of which might have a material to adverse effect on the operations financial condition, operations, assets, business, properties, revenues or business prospects of such Grantorthe Borrowers and their Subsidiaries taken as whole, other than except as set forth in Item 6.18 of the Computer Hardware and Software Collateral. Such Grantor further represents and warrants that, with respect to all Intellectual Property Collateral material to the conduct of such Grantor’s business Disclosure Schedule:
(a) such Intellectual Property Collateral is valid, subsisting, unexpired and enforceable subsisting and has not been abandoned or adjudged invalid or unenforceable, in whole or in part, ;
(b) such Grantor Intellectual Property Collateral is valid and enforceable;
(c) the sole Borrowers have made all necessary filings and recordations to protect their respective interests in such Intellectual Property Collateral, including (if permissible) recordations of all such interests in the Intellectual Property Collateral in the United States Patent and Trademark Office and/or the United States Copyright Office;
(d) the Borrowers are the exclusive owner owners of the entire and unencumbered right, title and interest in and to such Intellectual Property CollateralCollateral (except for (i) Liens created under the Loan Documents, subject (ii) the second priority Lien on such Intellectual Property Collateral in favor of the Trustee to secure the obligations of the Borrowers related to the Senior Secured Notes (if any) and (iii) Permitted Liens, and, to Liens and except for rights of licensees under licenses of such Grantor’s knowledge, Intellectual Property Collateral in the ordinary course of business) and no claim has been made that the use of such Intellectual Property Collateral does or may, conflict with, infringe, misappropriate, dilute, misuse or otherwise may violate any of the asserted rights of any third party in any except for claims that could not reasonably be expected to have a material respectsadverse effect on the financial condition, (c) such Grantor has made all necessary filings and recordations to protect its interest in such Intellectual Property Collateraloperations, including recordations assets, business, properties, revenues or prospects of any of its interests in the Patent Collateral and Trademark Collateral in the United States Patent and Trademark Office Borrowers, taken as a whole; and, if requested by the Administrative Agent, in corresponding offices throughout the world, and its claims to the Copyright Collateral in the United States Copyright Office and, if requested by the Administrative Agent, in corresponding offices throughout the world, (d) such Grantor has taken all reasonable steps to safeguard its material Trade Secrets and to its knowledge none of such Trade Secrets of such Grantor has been used, divulged, disclosed or appropriated for the benefit of any other Person other than such Grantor, the Borrower or any Subsidiary thereof,
(e) the Borrowers have performed and will continue to such Grantor’s knowledge, no third party is infringing upon any such Intellectual Property Collateral owned or used by such Grantor in any material respect, or any of its respective licensees, (f) no settlement or consents, covenants not perform all acts and have paid and will continue to xxx, nonassertion assurances, or releases have been entered into by such Grantor or pay all required fees and taxes relating to which such Grantor is bound that adversely affects its rights to own or use any such Intellectual Property Collateral, and (g) the consummation of the transactions contemplated by the Credit Agreement and this Security Agreement will not result in the termination or material impairment of any material portion of such Intellectual Property Collateralregistrations are current.
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Intellectual Property Collateral. Such Grantor represents that except for any Patent Collateral, Trademark Collateral, and Copyright Collateral specified in Item A, Item B and Item C, respectively, of Schedule III hereto, and any and all Trade Secrets Collateral, as of the date hereof, such Grantor does not own and has no interests in any other material Intellectual Property Collateral material to as of the operations or business of such Grantordate hereof, other than the Computer Hardware and Software Collateral. Such Grantor further represents and warrants that, with respect to all Intellectual Property Collateral which is material to the conduct of such Grantor’s 's business (a) such Intellectual Property Collateral is valid, subsisting, unexpired and enforceable and has not been abandoned or adjudged invalid or unenforceable, in whole or in part, (b) such Grantor is the sole and exclusive owner of the entire and unencumbered right, title and interest in and to such Intellectual Property Collateral, subject to Permitted Liens, and, to such Grantor’s knowledge, and no claim has been made that the use of such Intellectual Property Collateral does or may, conflict with, infringe, misappropriate, dilute, misuse or otherwise violate any of the rights of any third party in any material respects, (c) such Grantor has made all necessary filings and recordations to protect its interest in such material Intellectual Property Collateral, including recordations of any of its interests in the Patent Collateral and Trademark Collateral in the United States Patent and Trademark Office and, if requested by the Administrative Agent, and in corresponding offices throughout the world, and its claims to the Copyright Collateral in the United States Copyright Office and, if requested by the Administrative Agent, Exhibit E – Form of Pledge and Security Agreement NY\6271325.4 and in corresponding offices throughout the world, and, to the extent necessary, has used proper statutory notice in connection with its use of any material patent, Trademark and copyright in any of the Intellectual Property Collateral, (d) such Grantor has taken all reasonable steps to safeguard its material Trade Secrets and to its knowledge none of such the Trade Secrets of such Grantor has been used, divulged, disclosed or appropriated for the benefit of any other Person other than such Grantor, the Borrower or any Subsidiary thereof, (e) to such Grantor’s 's knowledge, no third party is infringing upon any such material Intellectual Property Collateral owned or used by such Grantor in any material respect, or any of its respective licensees, (f) no settlement or consents, covenants not to xxx, nonassertion assurances, or releases have been entered into by such Grantor or to which such Grantor is bound that adversely affects its rights to own or use any Intellectual Property, (g) such Grantor has not made a previous assignment, sale, transfer or agreement constituting a present or future assignment, sale or transfer of any Intellectual Property Collateralfor purposes of granting a security interest or as Collateral that has not been terminated or released, (h) such Grantor uses adequate standards of quality in the manufacture, distribution, and sale of all products sold and in the provision of all services rendered under or in connection with any Trademarks and has taken all commercially reasonable action necessary to insure that any licensees of any Trademarks owned by such Grantor use such adequate standards of quality, (gi) the consummation of the transactions contemplated by the Credit Agreement and this Security Agreement will not result in the termination or material impairment of any material portion of such the Intellectual Property Collateral, and (j) such Grantor owns directly or is entitled to use by license or otherwise, any patents, trademarks, tradenames, Trade Secrets, copyrights, mask works, licenses, technology, know‑how, processes and rights with respect to any of the foregoing used in, and necessary for the conduct of such Grantor's business in any material respect.
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Intellectual Property Collateral. Such Grantor represents that except for Except as disclosed on Schedules III through V, with respect to any Patent Collateral, Trademark Collateral, and Copyright Collateral specified in Item A, Item B and Item C, respectively, of Schedule III hereto, and any and all Trade Secrets Collateral, as of the date hereof, such Grantor does not own and has no interests in any other Intellectual Property Collateral material to the operations or business of such Grantor, other than the Computer Hardware and Software Collateral. Such Grantor further represents and warrants that, with respect to all Intellectual Property Collateral material to the conduct of such Grantor’s business :
(a) such Intellectual Property Collateral is valid, subsisting, unexpired and enforceable and has not been abandoned or adjudged invalid or unenforceable, in whole or in part, part except as could not reasonably be expected to have a Material Adverse Effect;
(b) such Grantor is the sole and exclusive owner of the entire and unencumbered right, title and interest in and to (or has a valid license to use) such Intellectual Property Collateral, subject to Permitted Liens, and, to such Grantor’s knowledge, Collateral and no claim has been made that the use of such Intellectual Property Collateral does or may, conflict with, infringe, misappropriate, dilute, misuse or otherwise violate any of the rights of any third party in any material respects, party;
(c) to the extent such Intellectual Property Collateral is registered, such Grantor has made all necessary filings and recordations to protect its interest in such Intellectual Property Collateral, including recordations of any all of its interests in the Patent Collateral and Trademark Collateral in the United States Patent and Trademark Office and, if requested by the Administrative Agent, and in corresponding offices throughout the world, and its claims to the Copyright Collateral in the United States Copyright Office and, if requested by the Administrative Agent, and in corresponding offices throughout the world, and, to the extent necessary, has used proper statutory notice in connection with its use of any material patent, Trademark and copyright in any of the Intellectual Property Collateral;
(d) such Grantor has taken all reasonable steps to safeguard its material Trade Secrets and to its knowledge (A) none of such the Trade Secrets of such Grantor has been used, divulged, disclosed or appropriated for the benefit of any other Person other than such Grantor; (B) no employee, independent contractor or agent of such Grantor has misappropriated any Trade Secrets of any other Person in the Borrower course of the performance of his or her duties as an employee, independent contractor or agent of such Grantor; and (C) no employee, independent contractor or agent of such Grantor is in default or breach of any Subsidiary thereofterm of any employment agreement, non-disclosure agreement, assignment of inventions agreement or similar agreement or contract relating in any way to the protection, ownership, development, use or transfer of such Grantor’s Intellectual Property Collateral;
(e) to such Grantor’s knowledge, no third party is infringing upon any such Intellectual Property Collateral owned or used by such Grantor in any material respect, or any of its respective licensees, ;
(f) no settlement or consents, covenants not to xxx, nonassertion assurances, or releases have been entered into by such Grantor or to which such Grantor is bound that adversely affects its rights to own or use any such Intellectual Property CollateralCollateral except as would not have a Material Adverse Effect;
(g) such Grantor has not made a previous assignment, sale, transfer or agreement constituting a present or future assignment, sale or transfer of any Intellectual Property Collateral for purposes of granting a security interest (other than a Permitted Lien) that has not been terminated or released
(h) such Grantor has executed and delivered to the Administrative Agent, Intellectual Property Collateral security agreements for all copyrights, patents and Trademarks owned by such Grantor, including all copyrights, patents and trademarks on Schedule III through V (as such schedules may be amended or supplemented from time to time);
(i) such Grantor uses adequate standards of quality in the manufacture, distribution, and sale of all products sold and in the provision of all services rendered under or in connection with all Trademarks and has taken all commercially reasonable action necessary to insure that all licensees of the Trademarks owned by such Grantor use such adequate standards of quality;
(gj) the consummation of the transactions contemplated by the Credit Agreement and this Security Agreement will not result in the termination or material impairment of any material portion of such the Intellectual Property Collateral; and
(k) such Grantor owns directly or is entitled to use by license or otherwise, all Patents, Trademarks, Trade Secrets, Copyrights, mask works, licenses, technology, know-how, processes and rights with respect to any of the foregoing used in, necessary for or of importance to the conduct of such Grantor’s business.
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Intellectual Property Collateral. Such Grantor represents that except for any Patent Collateral, Trademark Collateral, and Copyright Collateral specified in Item A, Item B and Item C, respectively, of Schedule III hereto, and any and all Trade Secrets Collateral, Except as of the date hereof, such Grantor does not own and has no interests in any other Intellectual Property Collateral material disclosed to the operations or business Administrative Agent, in respect of such each Grantor, other than the Computer Hardware and Software Collateral. Such Grantor further represents and warrants that, with respect to all Intellectual Property Collateral material :
(a) to the conduct best of such Grantor’s business (a) such knowledge after due and diligent investigation and inquiry, the Owned Intellectual Property Collateral is valid, subsisting, unexpired and enforceable and has not been abandoned or adjudged invalid or unenforceable, in whole or in part, ;
(b) such Grantor is the sole and exclusive owner of the entire right, title and interest in and to such the Owned Intellectual Property Collateral, Collateral (subject to Permitted Liens), and, to such Grantor’s knowledge, (A) with respect to any Owned Intellectual Property Collateral that is material to the business of such Grantor, no claim has been made that the use of such Intellectual Property Collateral does Grantor is or maymay be, in conflict with, infringeinfringing, misappropriatemisappropriating, dilutediluting, misuse misusing or otherwise violate violating any of the rights of any third party in or that challenges the ownership, use, protectability, registerability, validity or enforceability of such Owned Intellectual Property Collateral or any other Intellectual Property Collateral that is material respects, to the business of such Grantor and (B) there is no valid basis for any such claims;
(c) such Grantor has made all necessary filings and recordations that it has reasonably deemed appropriate to protect its interest in such any Owned Intellectual Property CollateralCollateral that is material to the business of such Grantor, including recordations of any all of its interests in the Patent Collateral, the Trademark Collateral and Trademark the Copyright Collateral in the United States Patent and Trademark Office andOffice, if requested by the Administrative Agent, in corresponding offices throughout the world, and its claims to the Copyright Collateral in the United States Copyright Office and, if requested by the Administrative Agent, in and corresponding offices throughout in other countries of the world, as appropriate;
(d) such Grantor has taken all reasonable steps to safeguard its material Trade Secrets and to its knowledge (A) none of such the Trade Secrets of such Grantor has been used, divulged, disclosed or appropriated for the benefit of any other Person other than such Grantor; (B) no employee, independent contractor or agent of such Grantor has misappropriated any Trade Secrets of any other Person in the Borrower course of the performance of his or her duties as an employee, independent contractor or agent of such Grantor; and (C) no employee, independent contractor or agent of such Grantor is in default or breach of any Subsidiary thereofterm of any employment agreement, non-disclosure agreement, assignment of inventions agreement or similar agreement or contract relating in any way to the protection, ownership, development, use or transfer of such Grantor’s Intellectual Property Collateral;
(e) no action by such Grantor is currently pending which asserts that any third party is infringing, misappropriating, diluting, misusing or voiding any Owned Intellectual Property Collateral that is material to the business of such Grantor and, to such Grantor’s knowledge, no third party is infringing upon upon, misappropriating, diluting, misusing or voiding any such Intellectual Property Collateral owned or used by such Grantor in any material respect, or any of its respective licensees, ;
(f) no settlement or consents, covenants not to xxxsxx, nonassertion assurances, or releases have been entered into by such Grantor or to which such Grantor is bound that adversely affects its rights to own or use any such Intellectual Property CollateralCollateral that is material to the business of such Grantor;
(g) except for the Permitted Liens, such Grantor has not made a previous assignment, sale, transfer or agreement constituting a present or future assignment, sale or transfer of any Intellectual Property Collateral for purposes of granting a security interest or as collateral that has not been terminated or released;
(h) such Grantor uses adequate standards of quality in the manufacture, distribution, and sale of all products sold by it and in the provision of all services rendered by it under or in connection with any Trademarks and has taken all commercially reasonable action necessary to ensure that all licensees of any Trademarks owned by such Grantor use such adequate standards of quality;
(gi) the consummation of the transactions contemplated by the Credit Agreement and this Security Agreement Loan Documents will not result in the termination or material impairment of any material portion of such the Intellectual Property Collateral;
(j) all employees, independent contractors and agents who have contributed to the creation or development of any Owned Intellectual Property Collateral have been a party to an enforceable “work for hire” and assignment agreement with such Grantor in accordance with applicable Laws, according and granting exclusive ownership of such Owned Intellectual Property Collateral to such Grantor; and
(k) such Grantor owns directly or is entitled to use by license or otherwise, all Intellectual Property used in, reasonably necessary for or material to the conduct of such Grantor’s business.
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Intellectual Property Collateral. Such Grantor represents that except for any Patent Collateral, Trademark Collateral, and Copyright Collateral specified in Item A, Item B and Item C, respectively, of Schedule III hereto, and any and all Trade Secrets Collateral, as of the date hereof, such Grantor does not own and has no interests in any other Intellectual Property Collateral material to the operations or business of such GrantorCollateral, other than the Computer Hardware and Software Collateral. Such Grantor further represents and warrants that, with respect to all Intellectual Property Collateral material to the conduct of such Grantor’s business that (a) such Intellectual Property Collateral is valid, subsisting, unexpired and enforceable and has not been abandoned or adjudged invalid or unenforceable, in whole or in part, (b) other than with respect to Intellectual Property Collateral licensed to it, such Grantor is the sole and exclusive owner of the right, title and interest in and to such Intellectual Property Collateral, subject to Permitted Liens, and, to such Grantor’s knowledge, no claim has been made that the use of such Intellectual Property Collateral does or may, conflict with, infringe, misappropriate, dilute, misuse or otherwise violate any of the rights of any third party in any material respectsparty, (c) such Grantor has made all necessary filings and recordations to protect its interest in such Intellectual Property Collateral, including recordations of any of its interests in the Patent Collateral and Trademark Collateral in the United States Patent and Trademark Office and, if requested by the Administrative Agent, in corresponding offices throughout the world, and its claims to the Copyright Collateral in the United States Copyright Office and, if requested by the Administrative Agent, in corresponding offices throughout the world, (d) such Grantor has taken all reasonable steps to safeguard its material Trade Secrets Collateral and to its knowledge none of such Trade Secrets Collateral of such Grantor has been used, divulged, disclosed or appropriated for the benefit of any other Person other than such Grantor, the Borrower or any Subsidiary thereof, (e) to such Grantor’s knowledge, no third party is infringing upon any such Intellectual Property Collateral owned or used by such Grantor in any material respect, or any of its respective licensees, (f) no settlement or consents, covenants not to xxx, nonassertion assurances, or releases have been entered into by such Grantor or to which such Grantor is bound that adversely affects its rights to own or use any such Intellectual Property Collateral, and (g) the consummation of the transactions contemplated by the Credit Agreement and this Security Agreement will not result in the termination or material impairment of any material portion of such Intellectual Property Collateral.
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Intellectual Property Collateral. Such Grantor represents that except With respect to each item of Intellectual Property Collateral:
(a) Schedule 2.5(a) sets forth a complete and accurate list of all (i) applications and registrations for any Patent Collateral, Trademark Collateral, and Copyright Collateral specified in Item A, Item B and Item C, respectively, of Schedule III hereto, and any and all Trade Secrets Collateral, as of the date hereof, such Grantor does not own and has no interests in any other Intellectual Property Collateral material to the operations or business of such owned by any Grantor, other than the Computer Hardware (ii), all Copyright Licenses (including customized applications and systems integration software licenses, but excluding “off-the-shelf” mass market, non-customized software licenses), Patent Licenses, and Trademark Licenses and (iii) all Software Collateral. Such Grantor further represents (including customized applications and warrants thatsystems integration software licenses, with respect to all Intellectual Property Collateral material to the conduct of such but excluding “off-the-shelf” mass market, non-customized software licenses).
(b) To each Grantor’s business (a) such knowledge, the Intellectual Property Collateral is valid, subsisting, unexpired valid and enforceable enforceable; and the Intellectual Property Collateral owned by such Grantor has not been abandoned or adjudged invalid or unenforceable, in whole or in part, .
(bc) such Grantor is the sole and exclusive owner of the right, title and interest in and to such Intellectual Property Collateral, subject to Permitted Liens, and, to such To each Grantor’s knowledge, no claim has been made that the use of such any Intellectual Property Collateral does or may, conflict with, infringe, misappropriate, dilute, misuse or otherwise may violate any of the rights of any third party Person.
(d) Each Grantor has performed all acts and has paid all required fees and taxes to maintain the Intellectual Property Collateral owned by any grantor in full force and effect in the jurisdictions in which it engages in commerce and it deems it reasonably necessary, as applicable, except where such fees and taxes are being contested in good faith with diligent prosecution.
(e) Each Grantor owns, or is entitled to use by license or otherwise, all Intellectual Property Collateral necessary for or used in the conduct of its business. To the extent any material respectssuch Intellectual Property Collateral was developed, authored, conceived or created, in whole or in part, for or on behalf of any Grantor by any Person (c) except in the case of a Copyright, by an employee of any Grantor acting within the scope of such employee’s employment), then such Grantor has made entered into a written agreement with such Person in which such Person has assigned all necessary filings right, title and recordations to protect its interest in and to such Intellectual Property CollateralCollateral to such Grantor.
(f) To each Grantor’s knowledge, including recordations of any neither the operation of its interests in the Patent Collateral and Trademark Collateral in the United States Patent and Trademark Office andbusiness nor any slogan or other advertising device, if requested product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Administrative Agentany Grantor violates, in corresponding offices throughout the world, and its claims to the Copyright Collateral in the United States Copyright Office and, if requested infringes or misappropriates any rights held by the Administrative Agent, in corresponding offices throughout the world, (d) such Grantor has taken all reasonable steps to safeguard its material Trade Secrets and to its knowledge none of such Trade Secrets of such Grantor has been used, divulged, disclosed or appropriated for the benefit of any other Person other than such Grantor, the Borrower or any Subsidiary thereof, (e) to such Person. To each Grantor’s knowledge, no third party is infringing upon any such Intellectual Property Collateral owned claim or used by such Grantor in any material respect, or litigation regarding any of its respective licensees, (f) no settlement the foregoing is pending or consents, covenants not to xxx, nonassertion assurances, or releases have been entered into by such Grantor or to which such Grantor is bound that adversely affects its rights to own or use any such Intellectual Property Collateral, and threatened.
(g) the consummation of the transactions contemplated by the Credit Agreement Each Grantor shall execute and this Security Agreement will not result deliver to Administrative Agent in form and substance reasonably acceptable to Administrative Agent and suitable for (i) filing in the termination or material impairment of any material portion Applicable IP Office the short form intellectual property security agreements in the form attached hereto as Exhibit A for all Copyrights, Copyright Licenses, Trademarks, Trademark Licenses, Patents and Patent Licenses of such Intellectual Property CollateralGrantor and (ii) recording with the appropriate Internet domain name registrar, a duly executed form of assignment for all Domain Names of such Grantor (together with appropriate supporting documentation as may be requested by Administrative Agent).
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Intellectual Property Collateral. Such Grantor The Borrower represents that except for any Patent Collateral, Trademark Collateral, and Copyright Collateral specified in Item A, Item B warrants to the Bank that:
(a) it is the true and Item C, respectively, of Schedule III hereto, and any and all Trade Secrets Collateral, as lawful owner of the date hereof, such Grantor does not own and has no interests in any other Intellectual Property Collateral material to the operations or business identified as its Property in Items A, B, C, and D of such GrantorExhibit A, other than the Computer Hardware and Software Collateral. Such Grantor further represents and warrants that, with respect to all Intellectual Property Collateral material to the conduct of such Grantor’s business (a) such Intellectual Property Collateral constitutes all of the material United States Intellectual Property Collateral owned by the Borrower;
(b) all of the material Intellectual Property Collateral under which the Borrower is valid, subsisting, unexpired and enforceable the licensee;
(c) the Intellectual Property Collateral of the Borrower is subsisting in all material respects and has not been abandoned or adjudged invalid or unenforceable, in whole or in any material part;
(d) the rights of the Bank in the Intellectual Property Collateral of the Borrower are valid and enforceable against the Borrower in all material respects;
(e) except as otherwise described in Exhibit A, the Borrower has not made any recordations of any of its interests (bi) such Grantor in Patents and Trademarks, in the United States Patent and Trademark Office, or (ii) in Copyrights, in the United States Copyright Office;
(f) the Borrower is the sole and exclusive owner of the entire right, title and interest in and to such the Intellectual Property CollateralCollateral owned by the Borrower, subject free and clear of all Liens, except for Liens from time to Permitted Lienstime permitted under the Loan Documents, and, to such Grantor’s the Borrower's knowledge, no claim has been made is being asserted that the use of such its Intellectual Property Collateral does or may, conflict with, infringe, misappropriate, dilute, misuse or otherwise may violate in any of material respect the asserted rights of any third party party;
(g) the Borrower has performed and will continue to perform in any all material respects, (c) such Grantor respects all acts and has made paid and will continue to pay all necessary filings required fees and recordations taxes to protect its interest maintain in such full force and effect in the United States each item of Intellectual Property Collateral, including recordations of any of its interests in Collateral that is owned by the Patent Collateral Borrower and Trademark Collateral in that has been registered with the United States Patent and Trademark Office and, if requested by the Administrative Agent, in corresponding offices throughout the world, and its claims to the Copyright Collateral in or the United States Copyright Office Office; and
(h) the Borrower owns, if requested or is entitled to use by license or otherwise, all patents, trademarks, trade secrets, copyrights, licenses, technology, know-how, processes and other rights with respect to any of the Administrative Agent, foregoing used in corresponding offices throughout the world, (d) such Grantor has taken all reasonable steps to safeguard its material Trade Secrets and to its knowledge none of such Trade Secrets of such Grantor has been used, divulged, disclosed or appropriated necessary for the benefit of any other Person other than such Grantor, the Borrower or any Subsidiary thereof, (e) to such Grantor’s knowledge, no third party is infringing upon any such Intellectual Property Collateral owned or used by such Grantor in any material respect, or any of its respective licensees, (f) no settlement or consents, covenants not to xxx, nonassertion assurances, or releases have been entered into by such Grantor or to which such Grantor is bound that adversely affects its rights to own or use any such Intellectual Property Collateral, and (g) the consummation conduct of the transactions contemplated by the Credit Agreement and this Security Agreement will not result in the termination or material impairment of any material portion of such Intellectual Property CollateralBorrower's business.
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Intellectual Property Collateral. Such Grantor represents that except for any Patent Collateral, Trademark Collateral, and Copyright Collateral specified in Item A, Item B and Item C, respectively, of Schedule Except as disclosed on Schedules III hereto, and any and all Trade Secrets Collateral, as of the date hereof, such Grantor does not own and has no interests in any other Intellectual Property Collateral material to the operations or business of such Grantor, other than the Computer Hardware and Software Collateral. Such Grantor further represents and warrants thatthrough V, with respect to all any material Intellectual Property Collateral material to the conduct of such that is owned by a Grantor’s business :
(a) such Intellectual Property Collateral is valid, subsisting, unexpired and enforceable and has not been abandoned or adjudged invalid or unenforceable, in whole or in part, part except as could not be expected to have a Material Adverse Effect;
(b) such Grantor is the sole and exclusive owner of the entire and unencumbered right, title and interest in and to such Intellectual Property Collateral, subject to Permitted Liens, Collateral and, to such Grantor’s knowledgeknowledge without inquiry, no claim has been made that the use of such Intellectual Property Collateral does or may, conflict with, infringe, misappropriate, dilute, misuse or otherwise violate any of the rights of any third party in any material respects, party;
(c) such Grantor has made all necessary filings and recordations to protect its interest in such Intellectual Property Collateral, including recordations of any all of its interests in the Patent Collateral and Trademark Collateral in the United States Patent and Trademark Office and, if requested by the Administrative Agent, and in corresponding offices throughout the world, and its claims to the Copyright Collateral in the United States Copyright Office and, if requested by the Administrative Agent, and in corresponding offices throughout the world, and, to the extent necessary, has used proper statutory notice in connection with its use of any material patent, Trademark and copyright in any of the Intellectual Property Collateral;
(d) such Grantor has taken all reasonable steps to safeguard its material Trade Secrets and to its knowledge without inquiry (A) none of such the Trade Secrets of such Grantor has been used, divulged, disclosed or appropriated for the benefit of any other Person other than such Grantor; (B) no employee, independent contractor or agent of such Grantor has misappropriated any Trade Secrets of any other Person in the Borrower course of the performance of his or her duties as an employee, independent contractor or agent of such Grantor; and (C) no employee, independent contractor or agent of such Grantor is in default or breach of any Subsidiary thereofterm of any employment agreement, non-disclosure agreement, assignment of inventions agreement or similar agreement or contract relating in any way to the protection, ownership, development, use or transfer of such Grantor’s Intellectual Property Collateral;
(e) to such Grantor’s knowledgeknowledge without inquiry, no third party is infringing upon any such Intellectual Property Collateral owned or used by such Grantor in any material respect, or any of its respective licensees, ;
(f) no settlement or consents, covenants not to xxx, nonassertion assurances, or releases have been entered into by such Grantor or to which such Grantor is bound that adversely affects its rights to own or use any such Intellectual Property Collateralexcept as would not have a Material Adverse Effect;
(g) such Grantor has not made a previous assignment, sale, transfer or agreement constituting a present or future assignment, sale or transfer of any Intellectual Property for purposes of granting a security interest or as Collateral that has not been terminated or released;
(h) such Grantor has executed and delivered to the Trustee, Intellectual Property Collateral security agreements for all copyrights, patents and Trademarks owned by such Grantor, including all copyrights, patents and trademarks on Schedule III through V (as such schedules may be amended or supplemented from time to time);
(i) such Grantor uses adequate standards of quality in the manufacture, distribution, and sale of all products sold and in the provision of all services rendered under or in connection with all Trademarks and has taken commercially reasonable action necessary to insure that all licensees of the Trademarks owned by such Grantor use such adequate standards of quality;
(gj) the consummation of the transactions contemplated by the Credit Agreement and this Security Agreement will not result in the termination or material impairment of any material portion of such the Intellectual Property Collateral; and
(k) such Grantor owns directly or is entitled to use by license or otherwise, all Patents, Trademarks, Trade Secrets, Copyrights, mask works, licenses, technology, know-how, processes and rights with respect to any of the foregoing used in, necessary for or of importance to the conduct of such Grantor’s business.
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Intellectual Property Collateral. Such Grantor represents that except for any Patent Collateral, Trademark Collateral, and Copyright Collateral specified in Item A, Item B and Item C, respectively, of Schedule III hereto, and any and all Trade Secrets Collateral, as of the date hereof, such Grantor does not own and has no interests in any other material Intellectual Property Collateral material to as of the operations or business of such Grantordate hereof, other than the Computer Hardware and Software Collateral. Such Grantor further represents and warrants that, with respect to all Intellectual Property Collateral which is material to the conduct of such Grantor’s 's business (a) such Intellectual Property Collateral is valid, subsisting, unexpired and enforceable and has not been abandoned or adjudged invalid or unenforceable, in whole or in part, (b) such Grantor is the sole and exclusive owner of the entire and unencumbered right, title and interest in and to such Intellectual Property Collateral, subject to Permitted Liens, and, to such Grantor’s knowledge, and no claim has been made that the use of such Intellectual Property Collateral does or may, conflict with, infringe, misappropriate, dilute, misuse or otherwise violate any of the rights of any third party in any material respects, (c) such Grantor has made all necessary filings and recordations to protect its interest in such material Intellectual Property Collateral, including recordations of any of its interests in the Patent Collateral and Trademark Collateral in the United States Patent and Trademark Office and, if requested by the Administrative Agent, and in corresponding offices throughout the world, and its claims to the Copyright Collateral in the United States Copyright Office and, if requested by the Administrative Agent, and in corresponding offices throughout the world, and, to the extent necessary, has used proper statutory notice in connection with its use of any material patent, Trademark and copyright in any of the Intellectual Property Collateral, (d) such Grantor has taken all reasonable steps to safeguard its material Trade Secrets and to its knowledge none of such the Trade Secrets of such Grantor has been used, divulged, disclosed or appropriated for the benefit of any other Person other than such Grantor, the Borrower or any Subsidiary thereof, (e) to such Grantor’s 's knowledge, no third party is infringing upon any such material Intellectual Property Collateral owned or used by such Grantor in any material respect, or any of its respective licensees, (f) no settlement or consents, covenants not to xxx, nonassertion assurances, or releases have been entered into by such Grantor or to which such Grantor is bound that adversely affects its rights to own or use any Intellectual Property, (g) such Grantor has not made a previous assignment, sale, transfer or agreement constituting a present or future assignment, sale or transfer of any Intellectual Property Collateralfor purposes of granting a security interest or as Collateral that has not been terminated or released, (h) such Grantor uses adequate standards of quality in the manufacture, distribution, and sale of all products sold and in the provision of all services rendered under or in connection with any Trademarks and has taken all commercially reasonable action necessary to insure that any licensees of any Trademarks owned by such Grantor use such adequate standards of quality, (gi) the consummation of the transactions contemplated by the Credit Agreement and this Security Agreement will not result in the termination or material impairment of any material portion of such the Intellectual Property Collateral, and (j) such Grantor owns directly or is entitled to use by license or otherwise, any patents, trademarks, tradenames, Trade Secrets, copyrights, mask works, licenses, technology, know‑how, processes and rights with respect to any of the foregoing used in, and necessary for the conduct of such Grantor's business in any material respect.
Appears in 1 contract
Intellectual Property Collateral. Such Grantor represents that except for any Patent Collateral, Trademark Collateral, and Copyright Collateral specified in Item A, Item B and Item C, respectively, of Schedule Except as disclosed on Schedules III hereto, and any and all Trade Secrets Collateral, as of the date hereof, such Grantor does not own and has no interests in any other Intellectual Property Collateral material to the operations or business of such Grantor, other than the Computer Hardware and Software Collateral. Such Grantor further represents and warrants thatthrough VI, with respect to all any Intellectual Property Collateral:
(a) any Intellectual Property Collateral material to the conduct of such Grantor’s business (a) such Intellectual Property Collateral owned by any Grantor is valid, subsisting, unexpired ahead of its natural expiration or term, and enforceable and has not been abandoned by the Grantor or adjudged invalid or unenforceable, in whole or in part, ;
(b) such Grantor is the sole and exclusive owner of the entire and unencumbered right, title and interest in and to such all Intellectual Property Collateral, subject Collateral owned by such Grantor and to Permitted Liens, and, to the knowledge of such Grantor’s knowledge, no claim has been made that the use of such Intellectual Property Collateral by such Grantor does or may, conflict with, infringe, misappropriate, dilute, misuse or otherwise violate in any material respect, any of the rights of any third party in any material respects, party;
(c) such Grantor has made all necessary filings and recordations to protect its interest in such any Intellectual Property CollateralCollateral owned by such Grantor to the extent such filing or recordation is necessary for the conduct of the business substantially in the manner presently conducted, including recordations of any all of its interests in the Patent Collateral and Trademark Collateral in the United States Patent and Trademark Office and, if requested by the Administrative Agent, in corresponding offices throughout the world(or foreign equivalent), and its claims to the Copyright Collateral in the United States Copyright Office (or foreign equivalent), and, if requested by to the Administrative Agentextent necessary, has used proper statutory notice in corresponding offices throughout connection with its use of any material Patent, Trademark and Copyright in any of the world, Intellectual Property Collateral;
(d) such Grantor has taken all reasonable steps to safeguard its material Trade Secrets and to its knowledge (A) none of such the Trade Secrets of such Grantor has been used, divulged, disclosed or appropriated for the benefit of any other Person other than such Grantor; (B) no employee, independent contractor or agent of such Grantor has misappropriated any Trade Secrets of any other Person in the Borrower course of the performance of his or her duties as an employee, independent contractor or agent of such Grantor; and (C) no employee, independent contractor or agent of such Grantor is in default or breach of any Subsidiary thereofmaterial term of any employment agreement, non-disclosure agreement, assignment of inventions agreement or similar agreement or contract relating in any material way to the protection, ownership, development, use or transfer of such Grantor’s Intellectual Property Collateral;
(e) to such Grantor’s knowledge, no third party is infringing upon any such Intellectual Property Collateral owned or used by such Grantor in any material respect, or any of its respective licensees, ;
(f) no settlement or consents, covenants not to xxx, nonassertion assurances, or releases have been entered into by such Grantor or to which such Grantor is bound that adversely affects its rights to own or use any Intellectual Property;
(g) [***];
(h) such Grantor has executed and delivered to the Lender Intellectual Property CollateralCollateral security agreements for all Copyrights, Patents and Trademarks owned by such Grantor, including all Copyrights, Patents and Trademarks on Schedule III through VI (as such schedules may be amended or supplemented from time to time by notice by such Grantor to the Lender);
(i) such Grantor uses commercially reasonable standards of quality in the manufacture, distribution, and sale of all products sold and in the provision of all services rendered under or in connection with all Trademarks and has taken commercially reasonable action necessary to insure that all licensees of the Trademarks owned by such Grantor use such adequate standards of quality;
(gj) the consummation of the transactions contemplated by the Credit Agreement and this Security Agreement will not result in the termination or material impairment of any material portion of such the Intellectual Property Collateral; and
(k) to such Grantor’s knowledge, such Grantor owns or is entitled to use by license, lease or other agreement, all Patents, Trademarks, Trade Secrets, Copyrights, mask works, licenses, technology, know-how, processes and rights with respect to any of the foregoing as necessary to conduct the business and operations of such Grantor substantially in the manner presently conducted.
Appears in 1 contract
Samples: Credit Agreement (Unilife Corp)
Intellectual Property Collateral. Such Grantor represents that except for Except as disclosed on Schedules III through VI, with respect to any Patent Intellectual Property Collateral, Trademark Collateral, and Copyright Collateral specified in Item A, Item B and Item C, respectively, of Schedule III hereto, and :
(a) any and all Trade Secrets Collateral, as of the date hereof, such Grantor does not own and has no interests in any other Intellectual Property Collateral material disclosed on Schedules III through VI owned by any Grantor, is subsisting and unexpired and, to the operations or business knowledge of such Grantor, other than the Computer Hardware and Software Collateral. Such Grantor further represents and warrants that, with respect to all Intellectual Property Collateral material to the conduct of such Grantor’s business (a) such Intellectual Property Collateral is valid, subsisting, unexpired valid and enforceable and has not been abandoned or adjudged invalid or unenforceable, in whole or in part, ;
(b) such Grantor is the sole and exclusive owner of the entire and unencumbered right, title and interest in and to such all Intellectual Property Collateral, subject Collateral owned by such Grantor and to Permitted Liens, and, to the knowledge of such Grantor’s knowledge, no claim has been made that the use of such Intellectual Property Collateral by such Grantor does or may, conflict with, infringe, misappropriate, dilute, misuse or otherwise violate in any material respect, any of the rights of any third party in any material respects, party;
(c) such Grantor has made all necessary filings and recordations to protect its interest in such any Intellectual Property CollateralCollateral owned by such Grantor, including but not limited to filings and recordation to the extent such filing or recordation is necessary for the conduct of the business substantially in the manner presently conducted, including recordations of any all of its interests in the Patent Collateral and Trademark Collateral in the United States Patent and Trademark Office and, if requested by the Administrative Agent, in corresponding offices throughout the world(or foreign equivalent), and its claims to the Copyright Collateral in the United States Copyright Office (or foreign equivalent), and, if requested by to the Administrative Agentextent necessary, has used proper statutory notice in corresponding offices throughout connection with its use of any material Patent, Trademark and Copyright in any of the world, Intellectual Property Collateral;
(d) with respect Trade Secrets owned by any Grantor, such Grantor has taken all reasonable steps to safeguard its material Trade Secrets and to its knowledge (A) none of such the Trade Secrets of such Grantor has been used, divulged, disclosed or appropriated for the benefit of any other Person other than such Grantor; (B) to such Grantor’s knowledge, no employee, independent contractor or agent of such Grantor has misappropriated any Trade Secrets of any other Person in the Borrower course of performance of his or her duties as an employee, independent contractor or agent of such Grantor; and (C) no employee, independent contractor or agent of such Grantor is in default or breach of any Subsidiary thereofmaterial term of any employment agreement, non-disclosure agreement, assignment of inventions agreement or similar agreement or contract relating in any material way to the protection, ownership, development, use or transfer of such Grantor’s Intellectual Property Collateral;
(e) to such Grantor’s knowledge, no third party is infringing upon any such Intellectual Property Collateral owned or used by such Grantor in any material respect, or any of its respective licensees, Grantor;
(f) no settlement or consents, covenants not to xxxsue, nonassertion assurances, or releases have been entered into by such Grantor or to which such Grantor is bound that adversely affects its rights to own or use any Intellectual Property;
(g) such Grantor has not made a previous assignment, sale, transfer or agreement constituting a present or future assignment, sale or transfer of any Intellectual Property CollateralCollateral for purposes of granting a security interest or as Collateral that has not been terminated or released except as permitted under the Credit Agreement;
(h) such Grantor has executed and delivered to the Administrative Agent Intellectual Property Collateral security agreements for all material United States Copyrights, Patents and Trademarks owned by such Grantor, including all United States Copyrights, Patents and Trademarks on Schedule III through VI (gas such schedules may be amended or supplemented from time to time by notice by such Grantor to the Administrative Agent);
(i) such Grantor uses commercially reasonable standards of quality in the manufacture, distribution and sale of all products sold and in the provision of all services rendered under or in connection with all Trademarks and has taken all commercially reasonable action necessary to ensure that all licensees of the Trademarks owned by such Grantor use such adequate standards of quality;
(j) the consummation of the transactions contemplated by the Credit Agreement and this Security Agreement will not result in the termination or material impairment of any material portion of such the Intellectual Property Collateral; and
(k) to such Grantor’s knowledge, such Grantor owns or is entitled to use by license, lease or other agreement, all Patents, Trademarks, Trade Secrets, Copyrights, mask works, licenses, technology, know‑how, processes and rights with respect to any of the foregoing as necessary to conduct the business and operations of such Grantor substantially in the manner presently conducted.
Appears in 1 contract
Samples: Pledge and Security Agreement (AVITA Medical, Inc.)
