Intellectual Property Covenant. (a) Each Grantor agrees that it will do or cause to be done all things necessary to preserve, renew, and keep in full force and effect the legal existence of all Intellectual Property, which, in the reasonable judgment of the Company, are material to the conduct of the business of the Company and its Subsidiaries taken as a whole.
(b) Each Grantor shall execute and deliver an IP Security Agreement supplement to evidence the Administrative Agent’s security interest in any application or registration for any Patent, Trademark, or Copyright with the United States Patent and Trademark Office or United States Copyright Office, as applicable, that is applied for after the Closing Date.
(c) In the event that any Grantor has reason to believe (and, with respect to Patents only, knowledge) that any Intellectual Property material to the conduct of the business of the Company and its Subsidiaries, taken as a whole, has been or is likely to be infringed, misappropriated or diluted by a third party, such Grantor shall promptly notify the Administrative Agent and shall, if consistent with reasonable business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as appropriate in such Grantor’s reasonable business judgment.
(d) Upon and during the continuance of an Event of Default, each Grantor shall use its commercially reasonable efforts to obtain all requisite consents or approvals by the licensor of each Copyright License, Patent License or Trademark License to effect the assignment of all such Grantor’s right, title and interest thereunder to the Administrative Agent or its designee.
Intellectual Property Covenant. For the term of 18 months from ------------------------------ the date of this Agreement, the Company covenants that it will, where the Company, in the exercise of reasonable judgment deems it appropriate, use reasonable business efforts to seek copyright and patent registration, and other appropriate intellectual property protection, for Intellectual Property of the Company.
Intellectual Property Covenant. Each Grantor shall make all necessary filings and recordings and pay all required fees and taxes to record and maintain its registration and ownership of, and do all other things and take all other actions necessary to preserve, protect and maintain, each item of Intellectual Property owned by it, other than such items the loss or forfeiture of which would not individually or in the aggregate be materially adverse to any Grantor. Without limiting the foregoing:
(a) Each Grantor (either itself or through licensees) will (i) continue to use each material Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such trademark in full force free from any claim of abandonment for non-use, (ii) maintain as in the past the quality of products and services offered under such Trademark, (iii) use such Trademark with the appropriate notice of registration and all other notices and legends required by applicable requirements of law, (iv) not adopt or use any xxxx which is confusingly similar or a colorable imitation of such Trademark unless the Lender shall obtain a perfected Security Interest in such xxxx pursuant to this Agreement, and (v) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby such Trademark may become invalidated or impaired in any way.
(b) Each Grantor (either itself or through licensees) will not do any act, or omit to do any act, whereby any material Patent may become forfeited, abandoned or dedicated to the public.
(c) Each Grantor (either itself or through licensees) (i) will employ each material Copyright and (ii) will not (and will not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any material portion of the Copyrights may become invalidated or otherwise impaired. Such Grantor will not (either itself or through licensees) do any act whereby any material portion of the Copyrights may fall into the public domain.
(d) Each Grantor (either itself or through licensees) will not do any act that knowingly uses any material Intellectual Property to infringe the intellectual property rights of any other Person.
(e) Each Grantor will notify the Lender immediately if it knows, or has reason to know, that any application or registration relating to any material Intellectual Property may become forfeited, abandoned or dedicated to the pu...
Intellectual Property Covenant. Each Party shall retain all right, title and interest in and to all of its intellectual property and other proprietary information including without limitation trademarks, copyrights, writings, icons, layouts, original artwork and original practice, including any modifications, enhancements and/or other derivative works of such Party’s intellectual property or other proprietary information that may arise as a result of the Order or the production of the Goods. All intellectual property and other proprietary information now or hereafter (i) owned by CARIAD, (ii) acquired by Supplier under this Order for which XXXXXX has agreed to reimburse or has reimbursed Supplier, or (iii) furnished by CARIAD to Supplier in connection with the production of the Goods or the performance of the Services under the Order (the “CARIAD Intellectual Property”) shall remain CARIAD’s exclusive property and may only be used by Supplier in the performance of its duties under the Order.
Intellectual Property Covenant. To the extent that Sellers transfer any Intellectual Property or Technology that does not relate to the Rexnord Business or is necessary to the conduct of the business of Sellers or their Affiliates (other than the Companies and the Subsidiaries) as conducted up to and through the Closing Date, after written notice by a Seller to Purchaser, Purchaser agrees to xxxxx Xxxxxxx and/or their Affiliates a perpetual, nonexclusive, non-transferable, non-sublicensable, fully paid-up license to use that Intellectual Property or Technology having such terms and conditions as are reasonably acceptable to Purchaser to the extent that Purchaser has the right to make such grant.
Intellectual Property Covenant. The Employee agrees to and does hereby assign, transfer and convey to the Company and its successors and assigns, the entire right, title and interest in and to any Intellectual Property, including, but not limited to, all ideas, designs, improvements, inventions, discoveries and software relating to the Company's business, made, developed or conceived by the Employee, either solely or jointly with others, from the date of the Employment Agreement through and including the end of the Transition Period (the "Employment Term"), whether prior or subsequent to the execution of this Agreement, whether made, developed or conceived by the Employee during or outside of regular working hours or on or away from the Company's premises or at the expense of the Employee, the Company or some other person or persons; provided, however, that as to any Intellectual Property made, developed or conceived by the Employee after the President Termination Date, this Section shall apply solely to Intellectual Property developed by the Employee in the course of actually performing services for the Company under Section 3 and that incorporates or includes any Confidential
Intellectual Property Covenant. The Buyer agrees that it shall not do anything inconsistent with the provisions, including all defined terms used in such provisions, of the agreement referenced on Schedule 7.23, except to the extent its actions are a result of the actions of, or taken under the specific directions of, ST.
Intellectual Property Covenant. Each Party shall retain all right, title and interest in and to all of its intellectual prope11y and other proprietary information including, but not limited to, trademarks, copyrights, writings, icons, layouts, original artwork and original practice, including any modifications, enhancements and/or other derivative works of said Party's intellectual property or other proprietary information that may arise as a result of the SOW or the production of the Goods. All intellectual prope11y and other proprietary information now or hereafter owned by VGCA and which VGCA has furnished Supplier in connection with the production of the Goods or the performance of the Services under the Order (the "VGCA Intellectual Prope11y") shall remain VGCA's exclusive property and may only be used by Supplier in the performance of its duties under the Order.
Intellectual Property Covenant. The Executive agrees to and does hereby assign, transfer and convey to the Corporation and its successors and assigns, the entire right, title and interest in and to any Intellectual Property made, developed or conceived by the Executive, either solely or jointly with others during the Employment Term, whether prior or subsequent to the execution of this Agreement, whether made, developed or conceived by the Executive during or outside of regular working hours or on or away from SSI's or the Corporation's premises or at the expense of the Executive, SSI, the Corporation or some other person or persons. The Executive, upon the request and at the expense of the Corporation, shall and shall use the Executive's reasonable efforts to cause any such other person(s) to promptly and fully disclose each and all such discoveries, inventions, improvements, ideas or innovations to the Corporation or any nominee(s)
Intellectual Property Covenant. So long as any Guaranteed Obligations remain unsatisfied and the Notes have not been terminated, each Guarantor agrees that it shall not create, incur, assume or permit or suffer to exist any Liens on the Intellectual Property of such Person other than (i) Liens in existence on the Issuance Date and (ii) Permitted Liens. Notwithstanding the foregoing, each Guarantor shall be permitted to license any Intellectual Property to (i) the Company or another Guarantor Subsidiary or (ii) any other Person on terms that (x) do not adversely affect Newco or the rights granted pursuant to the License Agreements and (y) are at least as favorable to such Guarantor as the terms of any sublicense permitted by the License Agreement between Newco and the Company or otherwise consented to by the Company as licensor thereunder are to Newco.
