Common use of Intellectual Property Covenants Clause in Contracts

Intellectual Property Covenants. Borrower shall concurrently herewith deliver to Agent the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement and all other documents, instruments and other items as may be necessary for Agent to file such agreements with the United States Copyright Office, United States Patent and Trademark Office and any similar domestic or foreign office, department or agency. If, before the Secured Obligations are paid in full, Borrower obtains any new Intellectual Property or rights thereto or becomes entitled to the benefit of any Intellectual Property not listed on the respective schedules to such security agreements, Borrower shall give to Agent prompt written notice thereof, and shall amend the respective security agreement to include any such new Intellectual Property. Borrower shall: (a) prosecute diligently any copyright, patent, trademark or license application at any time pending; (b) make application on all new copyrights, patents and trademarks as reasonably deemed appropriate by Borrower; (c) preserve and maintain all rights in the Intellectual Property including, without limitation, the prosecution of infringement actions with respect to the Intellectual Property; and (d) use its best efforts to obtain any consents, waivers or agreements necessary to enable Agent to exercise its remedies with respect to the Intellectual Property. Borrower shall not abandon any right to file a copyright, patent or trademark application nor shall Borrower abandon any pending copyright, patent or trademark application, or Copyright, Copyright License, Patent, Patent License, Trademark or Trademark License without the prior written consent of Agent; provided, however, that Borrower shall not be obligated to preserve any application or Intellectual Property to the extent Borrower determines, in its reasonable business judgment, that the preservation of such application or Intellectual Property is no longer material to the conduct of its business.

Intellectual Property Covenants. Borrower shall concurrently ------------------------------- herewith deliver to Agent the Copyright Security Agreement, if any, the Patent Security Agreement Agreement, if any, and the Trademark Security Agreement Agreement, if any, and all other documents, instruments and other items as may be necessary for Agent to file such agreements with the United States Copyright Office, United States Patent and Trademark Office and any similar domestic or foreign office, department or agency. If, before the Secured Obligations are paid in full, Borrower obtains any material new Intellectual Property or rights thereto or becomes entitled to the benefit of any material Intellectual Property not listed on the respective schedules to such security agreements, Borrower shall give to Agent prompt written notice thereof, and shall amend the respective security agreement to include any such new Intellectual Property. Borrower shall: (a) prosecute diligently any copyright, patent, trademark or license application at any time pending, to the extent Borrower believes, in good faith, that such prosecution is of economic value; (b) make application on all new material copyrights, patents and trademarks as reasonably deemed appropriate by Borrower; (c) preserve and maintain all rights in the material Intellectual Property including, without limitation, the prosecution of infringement actions with respect to the such Intellectual Property; and (d) use its best commercially reasonable efforts to obtain any consents, waivers or agreements necessary to enable Agent to exercise its remedies with respect to the such Intellectual Property. Borrower shall not abandon any right to file a material copyright, patent or trademark application nor shall Borrower abandon any material pending copyright, patent or trademark application, or material Copyright, Copyright License, Patent, Patent License, Trademark or Trademark License without the prior written consent of Agent; provided, however, that Borrower shall not be obligated to preserve any application or Intellectual Property to the extent Borrower determines, in its reasonable business judgment, that the preservation of such application or Intellectual Property is no longer material to the conduct of its business.

Intellectual Property Covenants. Borrower shall concurrently herewith deliver to Agent the Copyright Security Agreement, the Patent Security Agreement and the Trademark Intellectual Property Security Agreement and all other documents, instruments and other items as may be necessary for Agent to file such agreements agreement with the United States Copyright Office, United States Patent and Trademark Office and any similar domestic or foreign office, department or agency. If, before the Secured Obligations are paid in full, Borrower obtains any new Intellectual Property or rights thereto or becomes entitled to the benefit of any Intellectual Property not listed on the respective schedules to such each security agreementsagreement, Borrower shall give to Agent prompt written notice thereof, and shall amend the respective security agreement to include any such new Intellectual Property. Borrower shall: (a) prosecute diligently any copyright, patent, trademark or license application at any time pending; (b) make application on all new copyrights, patents and trademarks as reasonably deemed appropriate by Borrower; (c) preserve and maintain all rights in the Intellectual Property including, without limitation, the prosecution of infringement actions with respect to the Intellectual Property; and (d) use its best efforts to obtain any consents, waivers or agreements necessary to enable Agent to exercise its remedies with respect to the Intellectual Property. Borrower shall not abandon any right to file a copyright, patent or trademark application nor shall Borrower abandon any pending copyright, patent or trademark application, or Copyright, Copyright License, Patent, Patent License, Trademark or Trademark License without the prior written consent of Agent; provided. Borrower represents and warrants to Agent that the execution, however, that delivery and performance of this Agreement by Borrower shall will not be obligated to preserve violate or cause a default under any application or of the Intellectual Property to the extent Borrower determines, or any agreement in its reasonable business judgment, that the preservation of such application or Intellectual Property is no longer material to the conduct of its businessconnection therewith.

Intellectual Property Covenants. Borrower Debtor shall concurrently herewith deliver to Collateral Agent the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement and all other documents, instruments and other items as may be necessary for Collateral Agent to file such agreements with the United States Copyright Office, Office and the United States Patent and Trademark Office and any similar domestic or foreign office, department or agencyOffice. If, before the Secured Obligations are paid in full, Borrower obtains Debtor acquires any new Intellectual Property federally registered Copyrights, Patents or Trademarks or rights thereto or becomes entitled to the benefit of any Intellectual Property not listed on the respective schedules to such security agreementsthereto, Borrower Debtor shall give to Collateral Agent prompt written notice thereof, and shall amend the respective security agreement agreements to include any such new Intellectual Propertyfederally registered Copyrights, Patents or Trademarks. Borrower Debtor shall: (a) prosecute diligently any copyright, patent, patent or trademark or license application at any time pending; (b) make application on for registration or issuance of all new copyrights, patents and trademarks as reasonably deemed appropriate by BorrowerDebtor; (c) preserve and maintain all rights in the Intellectual Property including, without limitation, the prosecution of infringement actions with respect to the its Intellectual Property; and (d) use its best efforts to obtain any consents, waivers or agreements necessary to enable Collateral Agent to exercise its remedies with respect to the Debtor's Intellectual Property. Borrower Debtor shall not abandon any material right to file a copyright, patent or trademark application nor shall Borrower Debtor abandon any material pending copyright, patent or trademark application, or Copyright, Copyright License, Patent, Patent License, Trademark or Trademark License without the prior written consent of Collateral Agent; provided. Debtor represents and warrants to Collateral Agent that the execution, however, that Borrower shall delivery and performance of this Agreement by Debtor will not be obligated to preserve violate or cause a default under any application or of its Intellectual Property to the extent Borrower determines, or any agreement in its reasonable business judgment, that the preservation of such application or Intellectual Property is no longer material to the conduct of its businessconnection therewith.

Intellectual Property Covenants. Borrower Each Debtor shall concurrently ------------------------------- herewith deliver to Agent the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement and all other documents, instruments and other items as may be necessary for Agent to file such agreements with the United States Copyright Office, United States Patent and Trademark Office and any similar domestic or foreign office, department or agency. If, before the Secured Obligations are paid in full, Borrower any Debtor obtains any new Intellectual Property or rights thereto or becomes entitled to the benefit of any Intellectual Property not listed on the respective schedules to such security agreements, Borrower such Debtor shall give to Agent prompt written notice thereof, and shall amend the respective security agreement to include any such new Intellectual Property. Borrower Each Debtor shall: (a) prosecute diligently any copyright, patent, trademark or license application at any time pending; (b) make application on all new copyrights, patents and trademarks as reasonably deemed appropriate by Borrowersuch Debtor; (c) preserve and maintain all rights in the Intellectual Property including, without limitation, the prosecution of infringement actions with respect to the Intellectual Property; and (d) use its best efforts to obtain any consents, waivers or agreements necessary to enable Agent to exercise its remedies with respect to the Intellectual Property. Borrower No Debtor shall not abandon any right to file a copyright, patent or trademark application nor shall Borrower any Debtor abandon any pending copyright, patent or trademark application, or Copyright, Copyright License, Patent, Patent License, Trademark or Trademark License without the prior written consent of Agent; provided. Notwithstanding the foregoing, however, that Borrower this Section 6.9 shall not be obligated apply to preserve any application or Intellectual Property to the extent Borrower determines, in its reasonable business judgment, that the preservation of such application or Intellectual Property which is no longer not material to the conduct operation or financial condition of its a Debtor's business.

Intellectual Property Covenants. Borrower Grantors shall ------------------------------- concurrently herewith deliver to Agent the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement Intellectual Property Assignment and all other documents, instruments and other items as may be necessary for Agent to file such agreements agreement with the United States Copyright Office, United States Patent and Trademark Office and any similar domestic or foreign office, department or agency. If, before Before the Secured Obligations are paid in full, Borrower if any Grantor obtains any new Intellectual Property or rights thereto or becomes entitled to the benefit of any Intellectual Property not listed on the respective schedules to the Intellectual Property Assignment, such security agreements, Borrower Grantor shall give to Agent prompt written notice thereof, and shall amend the respective security agreement Intellectual Property Assignment to include any such new Intellectual Property. Borrower Each Grantor shall: (a) prosecute diligently any copyright, patent, trademark or license application at any time pending; (b) make application on all new copyrights, patents and trademarks as reasonably deemed appropriate by Borrowersuch Grantor; (c) preserve and maintain all rights in the Intellectual Property including, without limitation, the prosecution of infringement actions with respect to the Intellectual Property; and (d) use its best efforts to obtain any consents, waivers or agreements necessary to enable Agent to exercise its remedies with respect to the Intellectual Property. Borrower No Grantor shall not abandon any right to file a copyright, patent or trademark application nor shall Borrower any Grantor abandon any pending copyright, patent or trademark application, or Copyright, Copyright License, Patent, Patent License, Trademark or Trademark License without the prior written consent of Agent; provided, however, that Borrower which consent shall not be obligated unreasonably withheld. Each Grantor represents and warrants to preserve Agent that the execution, delivery and performance of this Agreement by such Grantor will not violate or cause a default under any application or of the Intellectual Property or any agreement in connection therewith which could reasonably be expected to the extent Borrower determines, in its reasonable business judgment, that the preservation of such application or Intellectual Property is no longer material to the conduct of its businesshave a Material Adverse Effect.

Intellectual Property Covenants. Each Borrower shall concurrently ------------------------------- herewith deliver to Agent the its Copyright Security Agreement, the its Patent Security Agreement and the its Trademark Security Agreement and all other documents, instruments and other items as may be necessary for Agent to file such agreements with the United States Copyright Office, United States Patent and Trademark Office and any similar domestic or foreign office, department or agency. If, before the Secured Obligations are paid in full, any Borrower obtains any new Intellectual Property or rights thereto or becomes entitled to the benefit of any Intellectual Property not listed on the respective schedules to such security agreements, such Borrower shall give to Agent prompt written notice thereof, and shall amend the respective security agreement to include any such new Intellectual Property. Each Borrower shall: (a) prosecute diligently any copyright, patent, trademark or license application at any time pending; (b) make application on all new copyrights, patents and trademarks as reasonably deemed appropriate by such Borrower; (c) preserve and maintain all rights in the its Intellectual Property including, without limitation, the prosecution of infringement actions with respect to the its Intellectual Property; and (d) use its best efforts to obtain any consents, waivers or agreements necessary to enable Agent to exercise its remedies with respect to the Intellectual Property. No Borrower shall not abandon any right to file a copyright, patent or trademark application nor shall any Borrower abandon any pending copyright, patent or trademark application, or Copyright, Copyright License, Patent, Patent License, Trademark or Trademark License without the prior written consent of Agent; provided. Notwithstanding the foregoing, however, that Borrower this Section 6.9 shall not be obligated apply to preserve any application or Intellectual Property to the extent Borrower determines, in its reasonable business judgment, that the preservation of such application or Intellectual Property which is no longer not material to the conduct operation or financial condition of its a Borrower's business.

Intellectual Property Covenants. Borrower shall concurrently herewith deliver to Agent Lender the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement and all other documents, instruments and other items as may be necessary for Agent Lender to file such agreements with the United States Copyright Office, United States Patent and Trademark Office and any similar domestic or foreign office, department or agency. If, before the Secured Obligations are paid in full, Borrower obtains any new Intellectual Property or rights thereto or becomes entitled to the benefit of any Intellectual Property not listed on the respective schedules to such each security agreementsagreement, Borrower shall give to Agent Lender prompt written notice thereof, and shall amend the respective security agreement to include any such new Intellectual Property. Borrower shall: (a) prosecute diligently any copyright, patent, trademark or license application at any time pending; (b) make application on all new copyrights, patents and trademarks as reasonably deemed appropriate by Borrower; (c) preserve and maintain all rights in the Intellectual Property including, without limitation, the prosecution of infringement actions with respect to the Intellectual Property; and (d) use its best efforts to obtain any consents, waivers or agreements necessary to enable Agent Lender to exercise its remedies with respect to the Intellectual Property. Borrower shall not abandon any right to file a copyright, patent or trademark copyright application nor shall Borrower abandon any pending copyright, patent or trademark copyright application, or Copyright, Copyright or Copyright License, Patent, Patent License, Trademark or Trademark License without the prior written consent of Agent; providedLender. Borrower represents and warrants to Lender that the execution, however, that delivery and performance of this Agreement by Borrower shall will not be obligated to preserve violate or cause a default under any application or of the Intellectual Property to the extent Borrower determines, or any agreement in its reasonable business judgment, that the preservation of such application or Intellectual Property is no longer material to the conduct of its businessconnection therewith.

Intellectual Property Covenants. Borrower Debtor shall concurrently herewith deliver to Agent the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement and all other documents, instruments and other items as may be necessary for Agent to file such agreements with the United States Copyright Office, United States Patent and Trademark Office and any similar domestic or foreign office, department or agency. If, before the Secured Obligations are paid in full, Borrower Debtor obtains any new Intellectual Property or rights thereto or becomes entitled to the benefit of any Intellectual Property not listed on the respective schedules to such security agreements, Borrower Debtor shall give to Agent prompt written notice thereof, and shall amend the respective security agreement to include any such new Intellectual Property. Borrower Debtor shall: (a) prosecute diligently any copyright, patent, trademark or license application at any time pending; (b) make application on all new copyrights, patents and trademarks as reasonably deemed appropriate by BorrowerDebtor; (c) preserve and maintain all rights in the Intellectual Property including, without limitation, the prosecution of infringement actions with respect to the Intellectual Property; and (d) use its best efforts to obtain any consents, waivers or agreements necessary to enable Agent to exercise its remedies with respect to the Intellectual Property. Borrower Debtor shall not abandon any right to file a copyright, patent or trademark application nor shall Borrower Debtor abandon any pending copyright, patent or trademark application, or Copyright, Copyright License, Patent, Patent License, Trademark or Trademark License without the prior written consent of Agent; provided, however, that Borrower Debtor shall not be obligated to preserve any application or Intellectual Property to the extent Borrower Debtor determines, in its reasonable business judgment, that the preservation of such application or Intellectual Property is no longer material to the conduct of its business...