Common use of Intellectual Property Covenants Clause in Contracts

Intellectual Property Covenants. Grantors shall ------------------------------- concurrently herewith deliver to Agent the Intellectual Property Assignment and all other documents, instruments and other items as may be necessary for Agent to file such agreement with the United States Copyright Office, United States Patent and Trademark Office and any similar domestic or foreign office, department or agency. Before the Secured Obligations are paid in full, 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 Grantor shall give to Agent prompt written notice thereof, and shall amend the Intellectual Property Assignment to include any such new Intellectual Property. 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 such Grantor; (c) preserve and maintain all rights in 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. No Grantor shall abandon any right to file a copyright, patent or trademark application nor shall 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, which consent shall not be unreasonably withheld. Each Grantor represents and warrants to Agent that the execution, delivery and performance of this Agreement by such Grantor will not violate or cause a default under any of the Intellectual Property or any agreement in connection therewith which could reasonably be expected to have a Material Adverse Effect.

Intellectual Property Covenants. Grantors Each Debtor shall concurrently ------------------------------- concurrently herewith deliver to Agent the Intellectual Property Assignment 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 agreement agreements with the United States Copyright Office, United States Patent and Trademark Office and any similar domestic or foreign office, department or agency. Before If, before the Secured Obligations are paid in full, if any Grantor 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 the Intellectual Property Assignmentsuch security agreements, such Grantor Debtor shall give to Agent prompt written notice thereof, and shall amend the Intellectual Property Assignment respective security agreement to include any such new Intellectual Property. Each Grantor 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 such GrantorDebtor; (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. No Grantor Debtor shall abandon any right to file a copyright, patent or trademark application nor shall any Grantor 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. Notwithstanding the foregoing, which consent this Section 6.9 shall not be unreasonably withheld. Each Grantor represents and warrants apply to Agent that the execution, delivery and performance of this Agreement by such Grantor will not violate or cause a default under any of the Intellectual Property which is not material to the operation or any agreement in connection therewith which could reasonably be expected to have financial condition of a Material Adverse EffectDebtor's business.

Intellectual Property Covenants. Grantors Debtor shall ------------------------------- concurrently herewith deliver to Agent Lender the Intellectual Property Assignment Copyright Security Agreement, the Trademark Security Agreement and the Patent Security Agreement and all other documents, instruments and other items as may be necessary for Agent Lender to file such agreement agreements with the United States Copyright Office, the United States Patent and Trademark Office and any similar domestic or foreign office, department or agencyagency except as otherwise provided in Section 6.1. Before If, before the Secured Obligations are paid in full, if any Grantor Debtor obtains any new Intellectual Property or rights thereto or becomes entitled to the benefit of any Intellectual Property which is (a) not listed on the respective schedules to the Intellectual Property AssignmentCopyright Security Agreement, the Trademark Security Agreement or the Patent Security Agreement, as the form of such Grantor agreements are attached hereto as Exhibits, and (b) should be listed thereon to perfect or protect the Security Interest therein, then Debtor shall give to Agent Lender prompt written notice thereof, and shall amend the applicable Intellectual Property Assignment security agreement to include any such new Intellectual PropertyProperty and shall deliver all other documentation and other items as may be necessary for Lender to file such agreements with the United States Copyright Office, the United States Patent and Trademark Office and/or any similar domestic or foreign office, department or agency except as other-wise provided in Section 6.1. Each Grantor Debtor shall: (a) prosecute diligently any copyright, patent, trademark or license application at any time pendingpending to the extent the Intellectual Property relating to such application has a material value or is material to the conduct of Debtor's business; (b) make b)make application on all new copyrights, patents and trademarks as reasonably deemed appropriate by such GrantorDebtor; (c) preserve and maintain all rights in the Intellectual PropertyProperty to the extent such Intellectual Property has a material value or is material to the conduct of Debtor's business; and (d) upon and after the occurrence of an Event of Default, 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. No Grantor Debtor shall not abandon any right to file a copyright, patent or trademark application nor shall any Grantor 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, Lender (which consent shall will not be unreasonably withheld, conditioned or delayed) or unless such Intellectual Property has no material value and is not material to the conduct of Debtor's business. Each Grantor Debtor represents and warrants to Agent Lender that the execution, delivery and performance of this Agreement by such Grantor Debtor will not violate or cause a default under any of the Intellectual Property or any agreement in connection therewith which could reasonably be expected to have a Material Adverse Effecttherewith.

Intellectual Property Covenants. Grantors Each Borrower shall concurrently ------------------------------- concurrently herewith deliver to Agent the Intellectual Property Assignment its Copyright Security Agreement, its Patent Security Agreement and its Trademark Security Agreement and all other documents, instruments and other items as may be necessary for Agent to file such agreement agreements with the United States Copyright Office, United States Patent and Trademark Office and any similar domestic or foreign office, department or agency. Before If, before the Secured Obligations are paid in full, if any Grantor 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 the Intellectual Property Assignmentsuch security agreements, such Grantor Borrower shall give to Agent prompt written notice thereof, and shall amend the Intellectual Property Assignment respective security agreement to include any such new Intellectual Property. Each Grantor 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 GrantorBorrower; (c) preserve and maintain all rights in its Intellectual Property including, without limitation, the prosecution of infringement actions with respect to 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 Grantor Borrower shall abandon any right to file a copyright, patent or trademark application nor shall any Grantor 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. Notwithstanding the foregoing, which consent this Section 6.9 shall not be unreasonably withheld. Each Grantor represents and warrants apply to Agent that the execution, delivery and performance of this Agreement by such Grantor will not violate or cause a default under any of the Intellectual Property which is not material to the operation or any agreement in connection therewith which could reasonably be expected to have financial condition of a Material Adverse EffectBorrower's business.

Intellectual Property Covenants. Grantors Borrower shall ------------------------------- concurrently herewith deliver to Agent the Intellectual Property Assignment Security Agreement and all other documents, instruments and other items as may be necessary for Agent to file such agreement with the United States Copyright Office, United States Patent and Trademark Office and any similar domestic or foreign office, department or agency. Before If, before the Secured Obligations are paid in full, if any Grantor 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 the Intellectual Property Assignmenteach security agreement, such Grantor Borrower shall give to Agent prompt written notice thereof, and shall amend the Intellectual Property Assignment respective security agreement to include any such new Intellectual Property. Each Grantor 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 GrantorBorrower; (c) preserve and maintain all rights in 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. No Grantor Borrower shall not abandon any right to file a copyright, patent or trademark application nor shall any Grantor 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, which consent shall not be unreasonably withheld. Each Grantor Borrower represents and warrants to Agent that the execution, delivery and performance of this Agreement by such Grantor Borrower will not violate or cause a default under any of the Intellectual Property or any agreement in connection therewith which could reasonably be expected to have a Material Adverse Effecttherewith.

Intellectual Property Covenants. Grantors Debtor shall ------------------------------- concurrently herewith deliver to Agent the Intellectual Property Assignment 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 agreement agreements with the United States Copyright Office, United States Patent and Trademark Office and any similar domestic or foreign office, department or agency. Before If, before the Secured Obligations are paid in full, if any Grantor 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 the Intellectual Property Assignmentsuch security agreements, such Grantor Debtor shall give to Agent prompt written notice thereof, and shall amend the Intellectual Property Assignment respective security agreement to include any such new Intellectual Property. Each Grantor 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 such GrantorDebtor; (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. No Grantor Debtor shall not abandon any right to file a copyright, patent or trademark application nor shall any Grantor 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, which consent however, that Debtor shall not be unreasonably withheld. Each Grantor represents and warrants obligated to Agent preserve any application or Intellectual Property to the extent Debtor determines, in its reasonable business judgment, that the execution, delivery and performance preservation of this Agreement by such Grantor will not violate application or cause a default under any of the Intellectual Property or any agreement in connection therewith which could reasonably be expected is no longer material to have a Material Adverse Effect.the conduct of its business..

Intellectual Property Covenants. Grantors Each Grantor shall concurrently ------------------------------- concurrently herewith deliver to Agent Lender the Intellectual Property Assignment Copyright Security Agreement, the Trademark Security Agreement and the Patent Security Agreement and all other documents, instruments and other items as may be necessary for Agent Lender to file such agreement agreements with the United States Copyright Office, the United States Patent and Trademark Office and any similar domestic or foreign office, department or agencyagency except as otherwise provided in Section 6.1. Before If, before the Secured Obligations are paid in full, if any Grantor obtains any new Intellectual Property or rights thereto or becomes entitled to the benefit of any Intellectual Property which is (a) not listed on the respective schedules to the Intellectual Property AssignmentCopyright Security Agreement, the Trademark Security Agreement or the Patent Security Agreement, as the form of such agreements are attached hereto as Exhibits, and (b) should be listed thereon to perfect or protect the Security Interest therein, then such Grantor shall give to Agent Lender prompt written notice thereof, and shall amend the applicable Intellectual Property Assignment security agreement to include any such new Intellectual PropertyProperty and shall deliver all other documentation and other items as may be necessary for Lender to file such agreements with the United States Copyright Office, the United States Patent and Trademark Office and/or any similar domestic or foreign office, department or agency except as otherwise provided in Section 6.1. Each Grantor shall: (a) prosecute diligently any copyright, patent, trademark or license application at any time pendingpending to the extent the Intellectual Property relating to such application has a material value or is material to the conduct of such Grantor's business; (b) make application on all new material copyrights, patents and trademarks as reasonably deemed appropriate by such Grantor; (c) preserve and maintain all rights in the Intellectual PropertyProperty to the extent such Intellectual Property has a material value or is material to the conduct of such Grantor's business; and (d) upon and after the occurrence of an Event of Default, 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. No Grantor shall abandon any right to file a copyright, patent or trademark application nor shall 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, which consent shall not be unreasonably withheld. Each Grantor represents and warrants to Agent that the execution, delivery and performance of this Agreement by unless such Grantor will not violate or cause a default under any of the Intellectual Property or any agreement in connection therewith which could reasonably be expected has no material value and is not material to have a Material Adverse Effectthe conduct of such Grantor's business.

Intellectual Property Covenants. Grantors Borrower shall ------------------------------- concurrently herewith deliver to Agent the Intellectual Property Assignment 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 agreement agreements with the United States Copyright Office, United States Patent and Trademark Office and any similar domestic or foreign office, department or agency. Before If, before the Secured Obligations are paid in full, if any Grantor 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 the Intellectual Property Assignmentsuch security agreements, such Grantor Borrower shall give to Agent prompt written notice thereof, and shall amend the Intellectual Property Assignment respective security agreement to include any such new Intellectual Property. Each Grantor 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 GrantorBorrower; (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. No Grantor Borrower shall not abandon any right to file a copyright, patent or trademark application nor shall any Grantor 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, which consent however, that Borrower shall not be unreasonably withheld. Each Grantor represents and warrants obligated to Agent preserve any application or Intellectual Property to the extent Borrower determines, in its reasonable business judgment, that the execution, delivery and performance preservation of this Agreement by such Grantor will not violate application or cause a default under any of the Intellectual Property or any agreement in connection therewith which could reasonably be expected is no longer material to have a Material Adverse Effectthe conduct of its business.

Intellectual Property Covenants. Grantors Debtor shall ------------------------------- concurrently herewith deliver to Collateral Agent the Intellectual Property Assignment 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 agreement agreements with the United States Copyright Office, Office and the United States Patent and Trademark Office and any similar domestic or foreign officeOffice. If, department or agency. Before before the Secured Obligations are paid in full, if any Grantor 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 the Intellectual Property Assignmentthereto, such Grantor Debtor shall give to Collateral Agent prompt written notice thereof, and shall amend the Intellectual Property Assignment respective security agreements to include any such new Intellectual Propertyfederally registered Copyrights, Patents or Trademarks. Each Grantor 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 such GrantorDebtor; (c) preserve and maintain all rights in 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. No Grantor Debtor shall not abandon any material right to file a copyright, patent or trademark application nor shall any Grantor 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, which consent shall not be unreasonably withheld. Each Grantor Debtor represents and warrants to Collateral Agent that the execution, delivery and performance of this Agreement by such Grantor Debtor will not violate or cause a default under any of the its Intellectual Property or any agreement in connection therewith which could reasonably be expected to have a Material Adverse Effecttherewith.

Intellectual Property Covenants. Grantors Borrower shall ------------------------------- concurrently herewith deliver to Agent Lender the Intellectual Property Assignment Copyright Security Agreement, and all other documents, instruments and other items as may be necessary for Agent Lender to file such agreement agreements with the United States Copyright Office, United States Patent and Trademark Office and any similar domestic or foreign office, department or agency. Before If, before the Secured Obligations are paid in full, if any Grantor 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 the Intellectual Property Assignmenteach security agreement, such Grantor Borrower shall give to Agent Lender prompt written notice thereof, and shall amend the Intellectual Property Assignment respective security agreement to include any such new Intellectual Property. Each Grantor 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 GrantorBorrower; (c) preserve and maintain all rights in 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. No Grantor Borrower shall not abandon any right to file a copyright, patent or trademark copyright application nor shall any Grantor 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, which consent shall not be unreasonably withheldLender. Each Grantor Borrower represents and warrants to Agent Lender that the execution, delivery and performance of this Agreement by such Grantor Borrower will not violate or cause a default under any of the Intellectual Property or any agreement in connection therewith which could reasonably be expected to have a Material Adverse Effecttherewith.

Intellectual Property Covenants. Grantors Borrower shall ------------------------------- concurrently herewith deliver to Agent the Intellectual Property Assignment Lenders each Copyright Mortgage, Patent Mortgage and Trademark Mortgage requested by Lenders and all other documents, instruments and other items as may be necessary for Agent Lenders to file such agreement mortgages, as applicable, with the United States U.S. Copyright Office, United States Office and the U.S. Patent and Trademark Office and any similar domestic or foreign officeOffice. If, department or agency. Before before the Secured Obligations are paid in full, if any Grantor 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 the Intellectual Property Assignmenta Copyright Mortgage, such Grantor Patent Mortgage or Trademark Mortgage, as applicable, Borrower shall give to Agent Lenders prompt written notice thereof, and shall amend the Intellectual Property Assignment schedules to include any such new Intellectual Property. Each Grantor Borrower 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 such GrantorBorrower; (c) preserve and maintain all rights in the Intellectual Property; and (d) use its best efforts efforts, at any time after the occurrence and during the continuance of a Default or an Event of Default, to obtain any consents, waivers or agreements necessary to enable Agent Lenders to exercise its remedies with respect to the Intellectual Property. No Grantor Borrower shall not abandon any material right to file a copyright, patent or trademark application nor or shall any Grantor not abandon any material pending copyright, patent or trademark application, or Copyright, Copyright License, Patent, Patent License, Trademark or Trademark License License, without the prior written consent of Agent, which consent shall not be unreasonably withheldLenders. Each Grantor Borrower represents and warrants to Agent Lenders that the execution, delivery and performance of this Agreement by such Grantor Borrower will not violate or cause a default under any of the Intellectual Property or any agreement in connection therewith which could reasonably be expected to have a Material Adverse Effecttherewith.