Intent-to-Use Applications. Notwithstanding any provision of this Agreement, the applicable Uniform Commercial Code or any other agreement or law, in no event shall any party be required or permitted under this Agreement to assign, convey or transfer any trademark or service xxxx that is the subject of an application for registration under Section 1(b) of the Xxxxxx Act (15 U.S.C. § 1051(b)), as amended, prior to the filing of the verified statement of use under Section 1(d) of the Xxxxxx Act (15 U.S.C. § 1051(d)), as amended except in connection with the ongoing business to which such trademark or service xxxx pertains.
Intent-to-Use Applications. Notwithstanding anything to the contrary set forth in Section 2.1 above, or in the Loan Agreement or any other Loan Document, the Trademark Collateral shall not include any intent-to-use United States trademark application for which an amendment to allege use or statement of use has not been filed under 15 U.S.C § 1051(c) or 15 U.S.C § 1051(d), respectively, or, if filed, has not been deemed in conformance with 15 U.S.C § 1051(a) or examined and accepted, respectively, by the United States Patent and Trademark Office.
Intent-to-Use Applications. Effective immediately following the Closing, Holdco, on behalf of itself and each of its Subsidiaries, hereby irrevocably transfers and assigns to the Company all of its right, title and interest in and to that portion of Holdco's business in connection with which it has a bona fide intent to use those TWIC Broadband Group Trademarks that are the subject of applications filed on an intent-to-use basis and/or for which an Amendment to Allege Use, a Statement of Use or a specimen of use has not yet been filed and accepted by the relevant Trademark Office or other governing authority.
Intent-to-Use Applications. (a) Effective as of the Effective Date, Transferor hereby grants to Transferee and its affiliates a royalty-free, non-transferable, exclusive, irrevocable license to use the Trademarks that are the subject of pending United States intent-to-use applications identified on Schedule A (“ITU Marks”) in connection with the promotion, advertising, distribution, and sale of the goods and services covered by such applications. Transferee and its affiliates may sublicense the rights granted in this Section to its authorized distributors, vendors, subcontractors, and resellers acting on its behalf. From the Effective Date until the effectiveness of the transfer of any pending application for an ITU Mark pursuant to Section 1 in accordance with Section 3(b), Transferor shall: (i) prosecute such application; (ii) consult with Transferee and keep Transferee informed of any significant developments in connection with such prosecution; and (iii) have the right to exercise quality control over Transferee’s and its affiliates’ use of the ITU Marks pursuant to the license granted under this Section to the extent reasonably necessary under applicable law to maintain the validity of the ITU Marks and protect the goodwill associated therewith. Any and all goodwill arising from Transferee’s or its affiliates’ use of the ITU Marks pursuant to the license granted under this Section shall inure solely to Transferor’s benefit.
Intent-to-Use Applications. Notwithstanding the foregoing provisions of Section 1, the Agent or Lenders acquires no security interest or other rights in the United States for any Trademark that is the subject of an intent-to-use application before the U.S. Patent and Trademark Office until such time as a verified amendment to allege use or verified statement of use is filed with the U.S. Patent and Trademark Office for such application. In no event will Agent or Lenders acquire any U.S. intent-to-use applications prior to the time that the Agent has acquired a Security Interest in such applications according to the conditions of the preceding sentence.
Intent-to-Use Applications. With respect to any Assigned Trademarks for which applications have been filed on an “intent to use” basis and as to which a statement of use or amendment to allege use has not yet been filed with the Patent and Trademark Office as of the date hereof, the parties acknowledge that Assignee is a successor to the business of the Assignors or to the portion of the business to which such Assigned Trademarks pertain, which business is ongoing and existing.
Intent-to-Use Applications. Notwithstanding any provision of this Agreement, the applicable Uniform Commercial Code or any other agreement or law, in no event shall any party be required or permitted to assign, convey or transfer any trademark or service mark xxxt is the subject of an application for registration under Section 1(b) of the Lanhxx Xxx (15 U.S.C. ss. 1051(b)), as amended, prior to the filing of the verified statement of use under Section 1(d) of the Lanhxx Xxx (15 U.S.C. ss. 1051(d)), as amended.
