Intellectual Property Covenants. (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, is material to the conduct of the business of the Company and its Subsidiaries taken as a whole. (b) Each Grantor agrees that, should it obtain an ownership or other interest in any Article 9 Collateral consisting of Intellectual Property after the Closing Date or if an Excluded Asset or any OCS-Funded Know-How ceases to be an Excluded Asset or OCS-Funded Know-How, as applicable, after the Closing Date (collectively, “After-Acquired Intellectual Property”), (i) the provisions of this Agreement shall automatically apply thereto, and (ii) any such After-Acquired Intellectual Property shall automatically become part of the Collateral consisting of Intellectual Property subject to the terms and conditions of this Agreement with respect thereto. Each Grantor shall (i) within the time frames set forth in Section 5.03(b) of the Credit Agreement, provide the Administrative Agent with an updated Schedule III, and (ii) promptly thereafter, execute and deliver to the Administrative Agent an appropriate IP Security Agreement supplement to evidence the Administrative Agent’s security interest in any United States registered, issued, or applied for After-Acquired Intellectual Property. In each case, each Grantor will promptly cooperate as reasonably necessary to enable the Administrative Agent to make any necessary or advisable recordations with the United States Patent and Trademark Office and the United States Copyright Office, as applicable. (c) With respect to each item of its registered or applied for Intellectual Property which, in the reasonable judgment of the Company is material to the conduct of the business of the Company and its Subsidiaries taken as a whole, each Grantor agrees to take all commercially reasonable steps (i) to maintain the validity and enforceability of any such Intellectual Property and to maintain such Intellectual Property in full force and effect and (ii) to pursue the registration and maintenance of each such registration or application, now or hereafter included in the Intellectual Property of such Grantor, including the payment of required fees and taxes, the filing of responses to office actions issued by the United States Patent and Trademark Office, the United States Copyright Office or other governmental authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the United States Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings. (d) Each Grantor shall not do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property which, in the reasonable judgment of the Company is material to the conduct of the business of the Company and its Subsidiaries taken as a whole, may lapse, be terminated, or become invalid or unenforceable or placed in the public domain (or in case of a trade secret, lose its competitive value).
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Intellectual Property Covenants. (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, is material to the conduct of the business of the Company and its Subsidiaries taken as a whole.
(b) Each Grantor agrees that, should it obtain an ownership or other interest in any Article 9 Collateral consisting of Intellectual Property after the Closing Date or if an Excluded Asset or any OCS-Funded Know-How ceases to be an Excluded Asset or OCS-Funded Know-How, as applicable, after the Closing Date (collectively, “After-Acquired Intellectual Property”), (i) the provisions of this Agreement shall automatically apply thereto, and (ii) any such After-Acquired Intellectual Property shall automatically become part of the Collateral consisting of Intellectual Property subject Other than to the terms and conditions of this extent not prohibited herein or in the Credit Agreement or, with respect thereto. Each Grantor shall (i) within to registrations and applications no longer used or useful in the time frames set forth in Section 5.03(b) of the Credit Agreementapplicable Grantor’s business operations, provide the Administrative Agent with an updated Schedule III, and (ii) promptly thereafter, execute and deliver except to the Administrative Agent an appropriate IP Security Agreement supplement extent failure to evidence the Administrative Agent’s security interest in any United States registered, issued, or applied for After-Acquired Intellectual Property. In each case, each Grantor will promptly cooperate as reasonably necessary to enable the Administrative Agent to make any necessary or advisable recordations with the United States Patent and Trademark Office and the United States Copyright Officeact would not, as applicable.
(c) With respect deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to each item of its registered or applied for Intellectual Property which, in the reasonable judgment of the Company is material to the conduct of the business of the Company and its Subsidiaries taken as have a wholeMaterial Adverse Effect, each Grantor agrees to take (A) take, at its expense, all commercially reasonable steps (i) to maintain the validity and enforceability of permitted by any such Intellectual Property and to maintain such Intellectual Property in full force and effect and (ii) applicable law to pursue the registration and maintenance of each such Patent, Trademark, or Copyright registration or application, application now or hereafter included in the Collateral of such Grantor that are not Excluded Assets, (B) take all reasonable steps permitted by any applicable law to prevent any of the Intellectual Property of such Grantor, including the payment of required fees and taxes, the filing of responses to office actions issued by the United States Patent and Trademark Office, the United States Copyright Office or other governmental authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the United States Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings.
(d) Each Grantor shall not do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property which, included in the reasonable judgment of the Company is material to the conduct of the business of the Company and its Subsidiaries taken as a wholeCollateral, may lapsefrom lapsing, be being terminated, or become becoming invalid or unenforceable or placed in the public domain (or in the case of a trade secret, lose become publicly known) and (C) take all reasonable steps permitted by any applicable law to preserve and protect each item of its competitive valueIntellectual Property, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks, at a level equal to or better than the quality of the products and services as of the Closing Date, and taking reasonable steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to standards of quality.
(ii) Administrative Loan Party shall provide (A) on each date on which a Compliance Certificate is delivered to the Agent pursuant to Section 5.04(c) of the Credit Agreement, a list of any Registered Intellectual Property Collateral not covered by the filings required under Section 3.02(c), together with supplemental Intellectual Property Security Agreements substantially in the form of Exhibits C, D and E, as applicable, covering all such Registered Intellectual Property Collateral, and (B) within thirty (30) days of the acquisition, filing or issuance of any material Copyrights owned by a Grantor which are the subject of an issuance, registration or pending application in any intellectual property registry, and at such other times as may be reasonably requested by the Agent, a list of such material Copyrights, together with supplemental Intellectual Property Security Agreements substantially in the form of Exhibit E covering all such material Copyrights.
(iii) Notwithstanding any other provision of this Agreement, nothing in this Agreement or any other Loan Document prevents or shall be deemed to prevent any Grantor from disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, terminate or be put into the public domain, any of its Intellectual Property to the extent permitted by the Credit Agreement if such Grantor determines in its reasonable business judgment that such discontinuance is desirable in the conduct of its business.
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Samples: Guarantee and Collateral Agreement (Smart Sand, Inc.)
Intellectual Property Covenants. (a) Each Grantor agrees that it will do Whenever such Debtor shall acquire or cause file an application for any Registered Intellectual Property included in the Collateral or obtain rights thereto or becomes entitled to be done all things necessary to preserve, renew, and keep in full force and effect the legal existence benefit of all any Registered Intellectual Property, whichit shall give to Agent prompt written notice thereof describing any such new Registered Intellectual Property, in and upon the reasonable judgment request of the CompanyAgent, is material to the conduct of the business of the Company shall promptly execute and its Subsidiaries taken as a whole.
(b) Each Grantor agrees that, should it obtain an ownership or other interest in any Article 9 Collateral consisting of Intellectual Property after the Closing Date or if an Excluded Asset or any OCS-Funded Know-How ceases to be an Excluded Asset or OCS-Funded Know-How, as applicable, after the Closing Date (collectively, “After-Acquired Intellectual Property”), (i) the provisions of this Agreement shall automatically apply theretodeliver, and (ii) have recorded, any such After-Acquired Intellectual Property shall automatically become part of the Collateral consisting of Intellectual Property subject to the terms and conditions of this Agreement with respect thereto. Each Grantor shall (i) within the time frames set forth in Section 5.03(b) of the Credit Agreementall agreements, provide the Administrative Agent with an updated Schedule IIIinstruments, documents, and (ii) promptly thereafter, execute and deliver to papers as the Administrative Agent an appropriate IP Security Agreement supplement may request to evidence the Administrative Agent’s and the Lenders’ security interest in any United States registered, issued, or applied for After-Acquired such Registered Intellectual Property. In each case, each Grantor will promptly cooperate as reasonably necessary to enable including forms substantially in the Administrative Agent to make any necessary or advisable recordations with the United States Patent and Trademark Office and the United States Copyright Officeform of Annex A, as applicable.
(cb) With Such Debtor shall: (i) take reasonable and necessary steps to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of the material Registered Intellectual Property owned by such Debtor; (ii) file applications to register all new material Copyrights, Patents and Trademarks owned by such Debtor as such Debtor may reasonably deem appropriate; (iii) preserve and maintain all rights in all material Intellectual Property owned by such Debtor; and (iv) use commercially reasonable efforts to obtain any consents, waivers or agreements necessary to enable Agent to exercise its remedies under this Agreement with respect to each item of its registered or applied for the Intellectual Property which, owned by such Debtor; provided that in the case of clauses (i), (ii) and (iii), such covenants shall not apply if such Debtor has determined in its reasonable business judgment of that such material Registered Intellectual Property, Copyrights, Patents, Trademarks or Intellectual Property, as the Company is material to case may be, are no longer necessary for or desirable in the conduct of the business of the Company and its Subsidiaries taken as a whole, each Grantor agrees to take all commercially reasonable steps such Debtor’s business.
(ic) to maintain the validity and enforceability of Such Debtor will not do any such act that knowingly uses any Intellectual Property and to maintain such Intellectual Property in full force and effect and (ii) to pursue the registration and maintenance of each such registration or application, now or hereafter included in knowingly Infringe the Intellectual Property rights of such Grantor, including the payment of required fees and taxes, the filing of responses to office actions issued by the United States Patent and Trademark Office, the United States Copyright Office or any other governmental authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the United States Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedingsPerson.
(d) Each Grantor shall not do or permit In the event that such Debtor knows that any act or knowingly omit to do any act whereby any of its material Intellectual Property whichowned by such Debtor is Infringed by a third party, such Debtor shall (i) take such actions as such Debtor shall reasonably deem appropriate under the circumstances to protect such Intellectual Property (including, where appropriate in Debtor’s reasonable business judgment, suing for Infringement and/or seeking injunctive relief) and (ii) promptly notify the Agent after it obtains knowledge of such Infringement.
(e) Such Debtor will promptly notify the Agent and the Lenders if it knows, or has reason to know, that any Registered Intellectual Property owned by such Debtor may become forfeited, abandoned or dedicated to the public, or of any adverse determination by any Governmental Authority regarding such Debtor’s rights in, or the validity, enforceability, ownership or use of, any Registered Intellectual Property owned by such Debtor, including, without limitation, such Debtor’s right to register or to maintain the same, unless (in any case) such Debtor has determined in its reasonable business judgment that the right to register or the maintenance of the Company such Registered Intellectual Property is material to no longer necessary for or desirable in the conduct of the business of the Company and its Subsidiaries taken as a whole, may lapse, be terminated, or become invalid or unenforceable or placed in the public domain (or in case of a trade secret, lose its competitive value)such Debtor’s business.
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Intellectual Property Covenants. (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, is material to the conduct of the business of the Company and its Subsidiaries taken as a whole.
(b) Each Grantor agrees that, should it obtain an ownership or other interest in any Article 9 Collateral consisting of Intellectual Property after the Closing Date or if an Excluded Asset or any OCS-Funded Know-How ceases to be an Excluded Asset or OCS-Funded Know-How, as applicable, after the Closing Date (collectively, “After-Acquired Intellectual Property”), (i) the provisions of this Agreement shall automatically apply thereto, and (ii) any such After-Acquired Intellectual Property shall automatically become part of the Collateral consisting of Intellectual Property subject Other than to the terms and conditions of this extent not prohibited herein or in the Credit Agreement or, with respect thereto. Each Grantor shall (i) within to registrations and applications no longer used or useful in the time frames set forth in Section 5.03(b) of the Credit Agreementapplicable Grantor’s business operations, provide the Administrative Agent with an updated Schedule III, and (ii) promptly thereafter, execute and deliver except to the Administrative Agent an appropriate IP Security Agreement supplement extent failure to evidence the Administrative Agent’s security interest in any United States registered, issued, or applied for After-Acquired Intellectual Property. In each case, each Grantor will promptly cooperate as reasonably necessary to enable the Administrative Agent to make any necessary or advisable recordations with the United States Patent and Trademark Office and the United States Copyright Officeact would not, as applicable.
(c) With respect deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to each item of its registered or applied for Intellectual Property which, in the reasonable judgment of the Company is material to the conduct of the business of the Company and its Subsidiaries taken as have a wholeMaterial Adverse Effect, each Grantor agrees to take (A) take, at its expense, all commercially reasonable steps (i) to maintain the validity and enforceability of permitted by any such Intellectual Property and to maintain such Intellectual Property in full force and effect and (ii) applicable law to pursue the registration and maintenance of each such Patent, Trademark, or Copyright registration or application, application now or hereafter included in the Collateral of such Grantor that are not Excluded Assets, (B) take all reasonable steps permitted by any applicable law to prevent any of the Intellectual Property of such Grantor, including the payment of required fees and taxes, the filing of responses to office actions issued by the United States Patent and Trademark Office, the United States Copyright Office or other governmental authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the United States Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings.
(d) Each Grantor shall not do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property which, included in the reasonable judgment of the Company is material to the conduct of the business of the Company and its Subsidiaries taken as a wholeCollateral, may lapsefrom lapsing, be being terminated, or become becoming invalid or unenforceable or placed in the public domain (or in the case of a trade secret, lose become publicly known) and (C) take all reasonable steps permitted by any applicable law to preserve and protect each item of its competitive valueIntellectual Property, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks, at a level equal to or better than the quality of the products and services as of the Closing Date, and taking reasonable steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to standards of quality.
(ii) The Borrower shall provide (A) on each date on which a Compliance Certificate is delivered to the Administrative Agent pursuant to Section 5.04(c) of the Credit Agreement, a list of any Registered Intellectual Property Collateral not covered by the filings required under Section 3.02(c), together with supplemental Intellectual Property Security Agreements substantially in the form of Exhibits C, D and E, as applicable, covering all such Registered Intellectual Property Collateral, and (B) within thirty (30) days of the acquisition, filing or issuance of any material Copyrights owned by a Grantor which are the subject of an issuance, registration or pending application in any intellectual property registry, and at such other times as may be reasonably requested by the Collateral Agent, a list of such material Copyrights, together with supplemental Intellectual Property Security Agreements substantially in the form of Exhibit E covering all such material Copyrights.
(iii) Notwithstanding any other provision of this Agreement, nothing in this Agreement or any other Loan Document prevents or shall be deemed to prevent any Grantor from disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, terminate or be put into the public domain, any of its Intellectual Property to the extent permitted by the Credit Agreement if such Grantor determines in its reasonable business judgment that such discontinuance is desirable in the conduct of its business.
Appears in 1 contract
Samples: Credit Agreement (Smart Sand, Inc.)
