Common use of Intellectual Property Warranties and Covenants Clause in Contracts

Intellectual Property Warranties and Covenants. Each Grantor owns, is licensed to use or otherwise has the right to use, all Intellectual Property material to the conduct of its business as currently conducted, and all such Intellectual Property is identified on Schedule 3.1(I). Except as set forth on Schedule 3.1(I), there are no restrictions on Grantor’s and each of its Subsidiaries’ right to create a Lien in such Intellectual Property nor in the Collateral Agent’s right to perfect and enforce such Lien. Each Grantor shall concurrently herewith deliver to the Collateral Agent each Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement and all other documents, instruments and other items as may be necessary for the Collateral Agent to file such agreements with the U.S. Copyright Office and the U.S. Patent and Trademark Office. The Copyrights, Patents and Trademarks listed on the respective schedules to each of the Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement constitute all of the material Patents, Trademarks and government registered Copyrights owned by each Grantor and its Subsidiaries. If, any Grantor acquires or becomes entitled to any new or additional Patents, Trademarks or federally registered Copyrights, or rights thereto, in each case to the extent constituting Collateral, such Grantor shall give to the Collateral Agent prompt written notice thereof, and shall amend the schedules to the respective security agreements or enter into new or additional security agreements to include any such new Patents, Trademarks or government registered Copyrights. Each Grantor shall, except as may be consistent with such Grantor’s past business practices, or otherwise as such Grantor in good faith considers advisable: (1) prosecute diligently any copyright, patent or trademark application at any time pending; (2) make application for registration or issuance of all new copyrights, patents and trademarks as reasonably deemed appropriate by such Grantor; (3) preserve and maintain all rights in the Intellectual Property; and (4) use its best efforts to obtain any consents, waivers or agreements necessary to enable the Collateral Agent to exercise its remedies with respect to the Intellectual Property constituting Collateral. Each Grantor shall not abandon any material right to file a material copyright, patent or trademark application nor shall such Grantor abandon any material pending copyright, patent or trademark application, or Copyright, Patent or Trademark without the prior written consent of the Collateral Agent. All government registered material Intellectual Property owned by Grantor and its Subsidiaries is valid, subsisting and enforceable and all filings necessary to maintain the effectiveness of such registrations have been made. The execution, delivery and performance of this Agreement by each Grantor will not violate or cause a default under any of the Intellectual Property or any agreement in connection therewith.

Intellectual Property Warranties and Covenants. Each Grantor owns, is licensed to use or otherwise has the right to use, all Intellectual Property material to the conduct of its business as currently conducted, and all such registered Intellectual Property is identified on Schedule 3.1(I). Except as set forth on Schedule 3.1(I), to Grantors’ and Subsidiaries’ knowledge, there are no restrictions on Grantor’s and each of its Subsidiaries’ right to create a Lien in such Intellectual Property nor in the Collateral Administrative Agent’s right to perfect and enforce such Lien. Each Grantor shall concurrently herewith deliver to Administrative Agent the Collateral Agent each Copyright Security Agreement, Patent Security Agreement and Trademark Intellectual Property Security Agreement and all other documents, instruments and other items as may be necessary for the Collateral Administrative Agent to file such agreements agreement with the U.S. Copyright Office and the U.S. Patent and Trademark Office. The Copyrights, Patents and Trademarks listed on the respective schedules to each of the Copyright Security Agreement, Patent Security Agreement and Trademark Intellectual Property Security Agreement constitute all of the material Patents, Trademarks and government registered Copyrights owned by each Grantor and its Subsidiaries. If, any a Grantor acquires or becomes entitled to any new or additional Patents, Trademarks or federally registered Copyrights, or rights thereto, in each case to the extent constituting Collateral, such Grantor shall give to Administrative Agent notice thereof as provided in the Collateral Agent prompt written notice thereofCredit Agreement, and shall amend the schedules to the respective security agreements or enter into new or additional security agreements to include any such new Patents, Trademarks Patents or government registered CopyrightsCopyrights or Trademarks. Each Grantor shall, except as may be consistent with such Grantor’s past business practices, or otherwise as such Grantor in good faith considers advisable: (1) prosecute diligently any copyright, patent or trademark application at any time pending; (2) make application for registration or issuance of all new copyrights, patents and trademarks as reasonably deemed appropriate by such Grantor; (3) preserve and maintain all rights in the Intellectual Property; and (4) use its best efforts to obtain any consents, waivers or agreements necessary to enable the Collateral Administrative Agent to exercise its remedies with respect to the Intellectual Property constituting Collateral. Each Grantor shall not abandon any material right to file a material copyright, patent or trademark application nor shall such Grantor abandon any material pending copyright, patent or trademark application, or any material Copyright, Patent or Trademark without the prior written consent of the Collateral Administrative Agent. All government registered material Intellectual Property owned by Grantor and its Subsidiaries is valid, subsisting and enforceable and all filings necessary to maintain the effectiveness of such registrations have been made. The execution, delivery and performance of this Agreement by each Grantor will not violate or cause a default under any of the Intellectual Property or any agreement in connection therewith.

Intellectual Property Warranties and Covenants. Each (i) The Grantor and each of its Subsidiaries owns, is licensed to use or otherwise has the right to use, all Intellectual Property material to necessary in the conduct of its business business. (ii) As of the Closing Date, Schedule 4(i)(ii) contains a complete and accurate listing of the following Intellectual Property owned by the Grantor: (A) registered Trademarks and pending applications for Trademark registration; (B) issued Patents and pending Patent applications; and (C) registered Copyrights. Except as currently conductedcould not be reasonably expected to result in a Material Adverse Effect, all Intellectual Property owned by the Grantor and its Subsidiaries is valid, subsisting, and enforceable and all filings necessary to maintain the effectiveness of such Intellectual Property is identified on Schedule 3.1(I)registrations have been made. Except as set forth on Schedule 3.1(I4(i)(ii), there are no restrictions on the Grantor’s and each of its Subsidiaries’ right to create a Lien in such Intellectual Property nor in the Collateral AgentLender’s right to perfect and enforce such Lien. Each . (iii) The Grantor shall concurrently herewith deliver to the Collateral Agent Lender each Copyright Security Agreement, Patent Security Agreement Agreement, and Trademark Security Agreement Agreement, and all other documents, instruments instruments, and other items as may be necessary for the Collateral Agent Lender to file such agreements with the U.S. Copyright Office and the U.S. Patent and Trademark Office, as applicable. The Except for the Excluded Collateral, the Copyrights, Patents Patents, and Trademarks listed on the respective schedules to each of the Copyright Security Agreement, Patent Security Agreement Agreement, and Trademark Security Agreement constitute all of the material Patentsissued U.S. Patents and pending U.S. Patent applications, registered U.S. Trademarks and pending applications for U.S. Trademark registration and government registered U.S. Copyrights owned by each the Grantor as of the Closing Date; provided, however, that the Grantor will notify the Lender upon obtaining any additional issued U.S. Patents and its Subsidiariespending U.S. Patent applications, registered U.S. Trademarks and pending applications for U.S. Trademark registration and government registered U.S. Copyrights after the date hereof and update such schedule(s) to reflect such addition(s). If, any before Payment in Full of the Obligations, the Grantor acquires or becomes entitled to any new or additional Patents, Trademarks applications or federally registered registrations for Patents or Copyrights, or rights thereto, in each case to the extent constituting Collateral, such Grantor shall give to the Collateral Agent Lender prompt written notice thereof, and shall amend the schedules to the respective security agreements or enter into new or additional security agreements to include any such new U.S. Patents, Trademarks or government registered Copyrights. Each Grantor shall, except as may be consistent with such Grantor’s past business practicesTrademarks, or otherwise as such Copyrights. (iv) The Grantor in good faith considers advisable: shall (1a) prosecute diligently any copyrightCopyright, patent Patent, or trademark Trademark application at any time pendingpending as reasonably deemed appropriate by the Grantor and as are material to any Grantor’s business; (2b) make application pursue applications for registration or issuance of all new copyrightsCopyrights, patents Patents, and trademarks Trademarks as reasonably deemed appropriate by such the Grantor and as are material to any Grantor’s business; (3c) preserve and maintain all rights in the registered Intellectual PropertyProperty included in the Collateral as reasonably deemed appropriate by the Grantor and as are material to any Grantor’s business; and (4d) after the occurrence and during the continuance of an Event of Default, use its best efforts to obtain any consents, waivers waivers, or agreements necessary to enable the Collateral Agent Lender to exercise its remedies with respect to the Intellectual Property constituting Collateralowned by the Grantor. Each The Grantor shall not abandon any material right to file a Copyright, Patent, or Trademark application material copyright, patent or trademark application to the Grantor’s business nor shall such the Grantor abandon any material pending copyrightregistered Trademark, patent or trademark application for Trademark registration, issued Patent, Patent application, or Copyright, Patent or Trademark registered Copyright without the prior written consent of the Collateral Agent. All government registered material Intellectual Property owned by Grantor and its Subsidiaries is valid, subsisting and enforceable and all filings necessary to maintain the effectiveness of such registrations have been made. Lender. (v) The execution, delivery delivery, and performance of this Security Agreement by each the Grantor will not violate or cause a default under any of the Intellectual Property included in the Collateral or any agreement in connection therewith.

Intellectual Property Warranties and Covenants. Each Grantor Borrower and each of its Subsidiaries owns, is licensed to use or otherwise has the right to use, all Intellectual Property material to used in or necessary for the conduct of its business as currently conducted, and all such registered Intellectual Property owned by Borrower or any of its Subsidiaries as of the Closing Date is identified on Schedule 3.1(I4.5(I). Except as set forth on Schedule 3.1(I4.5(I), there are no restrictions on GrantorBorrower’s and each of its Subsidiaries’ right to create a Lien in such Intellectual Property nor in the Collateral Agent’s right to perfect and enforce such Lien. Each Grantor Borrower shall concurrently herewith deliver to the Collateral Agent each Copyright Security Agreement, Patent Security Agreement and Trademark any Intellectual Property Security Agreement and all other documents, instruments and other items as may be necessary for the Collateral Agent to file such agreements with the U.S. Copyright Office and or the U.S. Patent and Trademark Office, as appropriate. The Copyrights, Patents and Trademarks listed on the respective schedules to each of the Copyright Security Agreement, Patent Security Agreement and Trademark any Intellectual Property Security Agreement constitute all of the material Patents, Trademarks and government registered Copyrights owned by each Grantor Borrower and its SubsidiariesSubsidiaries that are registered or that are subject to an application for registration. If, any Grantor before the Obligations are paid in full, Borrower acquires or becomes entitled to any new or additional registered Patents, Trademarks or federally registered CopyrightsCopyrights or applications therefor, or rights thereto, in each case to the extent constituting Collateral, such Grantor Borrower shall give to the Collateral Agent prompt written notice thereofthereof (it being understood that for the purposes of this Agreement, notice quarterly is prompt), and shall at the request of Agent amend the schedules to the respective security agreements or enter into new or additional security agreements applicable Intellectual Property Security Agreement to include any such new Patents, Trademarks or government registered Copyrights. Each Grantor Borrower shall: (a) prosecute, except as may be reasonably deemed appropriate by Borrower and consistent with such GrantorBorrower’s past business practices, or otherwise as such Grantor in good faith considers advisable: (1) prosecute diligently any application to register any copyright, patent or trademark application owned by Borrower and at any time pending; , (2b) make application for registration or issuance of all new copyrights, patents and trademarks as reasonably deemed appropriate by such GrantorBorrower; (3c) preserve and maintain all rights in the Intellectual Property; and (4d) use its best efforts to obtain any consents, waivers or agreements necessary to enable the Collateral Agent to exercise its remedies with respect to the Intellectual Property constituting CollateralProperty. Each Grantor Borrower shall not abandon any material right to file a material copyright, patent or trademark application nor shall such Grantor abandon any material pending copyright, patent or trademark application, or registered Copyright, Patent or Trademark owned or controlled by such Borrower without the prior written consent of the Collateral AgentAgent which consent shall not be unreasonably withheld. All government registered material Intellectual Property owned by Grantor Borrower and its Subsidiaries is valid, subsisting and enforceable and all filings necessary to maintain the effectiveness of such registrations have been made. The execution, delivery and performance of this Agreement by each Grantor Borrower will not violate or cause a default under any of the Intellectual Property or any agreement in connection therewith.