IP Collateral Sample Clauses

IP Collateral. (a) Borrower agrees that it will not and shall not permit Mortgage Borrower to, and shall cause Mortgage Borrower to use commercially reasonable efforts to cause CPLV Tenant to not, do any act, or omit to do any act (and will exercise commercially reasonable efforts to prevent its licensees from doing any act or omitting to do any act), whereby any material IP Collateral would be reasonably likely to become invalidated, abandoned or dedicated to the public. (b) Borrower (either through itself or its licensees or sublicensees) shall, and shall cause Mortgage Borrower to and shall cause Mortgage Borrower to use commercially reasonable efforts to cause CPLV Tenant to, as to each material Trademark included in the IP Collateral, reasonably maintain the quality of the products and services offered under such Trademark. Borrower shall cause Mortgage Borrower to, and shall cause Mortgage Borrower to use commercially reasonable efforts to cause CPLV Tenant to, not amend, modify or terminate the CPLV Trademark License Agreement or the CPLV Trademark Security Agreement without the prior written consent of Administrative Agent. (c) If Borrower or Mortgage Borrower shall, at any time after the date hereof, obtain any additional rights under CPLV Intellectual Property or IP Licenses (including any security interests therein), then the provisions of this Agreement and the Mortgage Loan Agreement shall automatically apply (to the extent permitted under the terms of any such IP License) thereto to the extent of Mortgage Borrower’s interest therein and any such Intellectual Property and/or IP Licenses shall automatically constitute IP Collateral and Collateral and shall be subject to the lien and security interest created by the IP Security Agreement, and any other Mortgage Loan Document without further action by any party. (d) Borrower shall promptly notify Administrative Agent if Borrower knows or has reason to know that any IP Collateral that is material to the use, ownership, management, leasing, renovation, financing, development, operation and maintenance of the Property is reasonably likely to become inadvertently abandoned or dedicated to the public, or of any final adverse determination or development (including the institution of, or any such final materially adverse determination or development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office, or any court or similar office of any other country, but excluding an...

IP Collateral. If any Subsidiary (other than a Foreign Subsidiary and Domestic Subsidiaries that are Non-Wholly-Owned Subsidiaries) becomes an owner of any Intellectual Property after the Merger Date, Company shall cause such Subsidiary to promptly execute and deliver to Administrative Agent an acknowledgement to the Security Agreement and all cover sheets and executed grants of trademark security interest, grants of patent security interest and grants of copyright security interest and such other documents or instruments required to be filed with the PTO and the CO as Administrative Agent shall deem appropriate and take such further action and execute such further documents and instruments as may be necessary, or in the opinion of Administrative Agent, desirable to create in favor of Administrative Agent, for the benefit of Lenders, a valid and perfected First Priority Lien on such Intellectual Property.

IP Collateral. Schedules II, III and IV together list all material Trademarks and Patents in each case registered in the United States Patent and Trademark Office and owned by such Grantor in its own name as of the date hereof, and all material Trademark Licenses and Patent Licenses (including material Trademark Licenses for registered Trademarks and Patent Licenses for registered Patents) owned by such Grantor in its own name as of the date hereof.

IP Collateral. If any Subsidiary becomes an owner of any Intellectual Property, Company shall cause such Subsidiary to promptly execute and deliver to Administrative Agent a copyright security agreement or a trademark security agreement, or such other security agreement as Administrative Agent shall deem appropriate and take such further action and execute such further documents and instruments as may be necessary, or in the opinion of Administrative Agent, desirable to create in favor of Administrative Agent, for the benefit of Lenders, a valid and perfected First Priority Lien on such Intellectual Property.

IP Collateral. If any Subsidiary (other than a Foreign Subsidiary and Domestic Subsidiaries that are Non-Wholly-Owned Subsidiaries) becomes an owner of any Intellectual Property after the Merger Date, Company shall cause such Subsidiary to promptly execute and deliver to Administrative Agent an acknowledgement to the Security Agreement and all cover sheets and executed grants of trademark security interest, grants of patent security interest and grants of copyright security interest and such other documents or instruments required to be filed with the PTO and the CO as Administrative Agent shall deem appropriate and take such further action and execute such further documents and instruments as may be necessary, or in the opinion of Administrative Agent, desirable to create in favor of Administrative Agent, for the benefit of Lenders, a valid and perfected First Priority Lien on such Intellectual Property. A. In connection with any Leasehold Property, Company shall, and shall cause each of its Subsidiaries (other than Foreign Subsidiaries and Domestic Subsidiaries that are Non-Wholly Owned Subsidiaries) to use its (and their) commercially reasonable efforts (which shall not require the expenditure of cash (other than the payment of the respective attorneys fees of Company and the lessor) or the making of any material concessions under the relevant lease) to deliver to Administrative Agent a waiver for the benefit of Administrative Agent in form and substance reasonably satisfactory to Administrative Agent executed by the lessor of any real property that is to be leased by Company or such Subsidiary for a term in excess of one year in any state which by statute grants such lessor a "landlord's" (or similar) Lien which is superior to Administrative Agent's and which grants to Administrative Agent a license to enter the leased property and remove any and all personal property, if the value of such personal property of Company or its Subsidiaries to be held at such leased property exceeds (or it is anticipated that the value of such personal property will, at any point in time during the term of such leasehold term, exceed) $2,000,000. B. In the event that Company or any of its Subsidiaries (other than Foreign Subsidiaries or Domestic Subsidiaries that are Non-Wholly-Owned Subsidiaries) shall acquire any real property having a value as determined in good faith by Administrative Agent in excess of $2,000,000 (or in the case of leased property, in the event that Company is able...

IP Collateral. Borrower shall provide to Administrative Agent written notice of any Intellectual Property acquired for the use, ownership, management, leasing, renovation, financing, development, operation and maintenance of the Property after the date hereof, which is the subject of a registration or application (including IP Collateral which was theretofore unregistered and becomes the subject of a registration or application) or any material or exclusive IP Licenses, and deliver to Administrative Agent an instrument in form and substance reasonably acceptable to Administrative Agent. Borrower shall provide such notice to Administrative Agent promptly upon the acquisition of such Intellectual Property or IP License. Borrower shall execute and deliver to Administrative Agent all filings necessary to protect and evidence the Lenders’ security interest in such Intellectual Property and IP Licenses. Further, Borrower authorizes Administrative Agent to modify this Agreement by amending the IP Schedule to include any applications or registration for IP Collateral (but the failure to do so modify such IP Schedule shall not be deemed to affect Lender’s security interest in or lien upon such IP Collateral).

IP Collateral. Without limiting the generality of the foregoing Section 5(a), if any Grantor shall hereafter obtain rights to any new IP Collateral or become entitled to the benefit of (i) any Trademark Registration or application for Trademark Registration or (ii) any Copyright Registration or application for Copyright Registration, then in any such case, the provisions of this Agreement shall automatically apply thereto. Each Grantor shall, within 45 days after the end of each Fiscal Quarter of the Borrower, notify the Secured Party in writing of any of the foregoing rights acquired by such Grantor after the date hereof or the date of the last such notice, as the case may be. Within 45 days after the end of each Fiscal Quarter of the Borrower during which any Grantor files an application for any Trademark Registration or Copyright Registration, such Grantor shall execute and deliver to the Secured Party an IP Supplement, substantially in the form of Exhibit III (an "IP SUPPLEMENT"), pursuant to which such Grantor shall grant to the Secured Party a security interest to the extent of its interest in such IP Collateral (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law). In addition, such Grantor shall, prior to the end of such 45-day period, in the case of Trademarks, record the IP Supplement with the United States Patent and Trademark Office or, in the case of Copyrights, record the IP Supplement with the Library of Congress Copyright Office of the United States. Upon delivery to the Secured Party of an IP Supplement, Schedule B and Schedule C attached hereto and Schedule A to each Grant, as applicable, shall be deemed modified to include reference to any right, title or interest in any existing IP Collateral or any IP Collateral set forth on Schedule A to such IP Supplement. Each Grantor hereby authorizes the Secured Party to modify this Agreement without the signature or consent of any Grantor by attaching Schedule B and Schedule C, as applicable, that have been modified to include such IP Collateral or to delete any reference to any right, title or interest in any IP Collateral in which any Grantor no longer has or claims any right, title or interest; PROVIDED, the failure of any Grantor to execute...

IP Collateral. Borrower shall provide to Administrative Agent written notice of any Intellectual Property acquired for the use, ownership, management, leasing, renovation, financing, development, operation and maintenance of the Property after the date hereof, which is the subject of a registration or application (including IP Collateral which was theretofore unregistered and becomes the subject of a registration or application) or any material or exclusive IP Licenses, and deliver to the Lender an IP Security Agreement or an amendment to the IP Security Agreement and/or such other instrument in form and substance reasonably acceptable to Lender. Borrower shall provide such notice to Lender promptly upon the acquisition of such Intellectual Property or IP License. Borrower shall execute and deliver to Administrative Agent all filings necessary to protect and evidence the Lenders’ security interest in such Intellectual Property and IP Licenses. Further, the Borrower authorizes Administrative Agent to modify this Agreement by amending the IP Schedule to include any applications or registration for IP Collateral (but the failure to do so modify such IP Schedule shall not be deemed to affect Lender’s security interest in or lien upon such IP Collateral).

IP Collateral. Borrower shall provide to Administrative Agent written notice of any Intellectual Property acquired for the use, ownership, management, leasing, renovation, financing, development, operation and maintenance of the Property after the date hereof, which is the subject of a registration or application (including IP Collateral which was theretofore unregistered and becomes the subject of a registration or application) or any material or exclusive IP Licenses, and deliver to Administrative Agent an IP Security Agreement and/or such other instrument in form and substance reasonably acceptable to Administrative Agent. Borrower shall provide such notice to Administrative Agent promptly upon the acquisition of such Intellectual Property or IP License. Borrower shall execute and deliver to Administrative Agent all filings necessary to protect and evidence Administrative Agent’s security interest in such Intellectual Property and IP Licenses. Further, Borrower authorizes Administrative Agent to modify this Agreement by amending the IP Schedule to include any applications or registration for IP Collateral (but the failure to do so modify such IP Schedule shall not be deemed to affect Administrative Agent’s security interest in or lien upon such IP Collateral).

IP Collateral. Lenders shall have received (x) a duly executed IP Security Agreement with respect to all U.S. Patents and patent applications owned by each Elevation Entity, with evidence that the same has been filed by the Borrower or the Guarantor(s), as the case may be, with the United States Patent and Trademark Office; (y) a duly executed IP Security Agreement with respect to all federally registered U.S. trademarks and trademark applications owned by each Elevation Entity, with evidence that the same has been filed by the Borrower with the United States Patent and Trademark Office; and (z) a duly executed IP Security Agreement with respect to U.S. registered copyrights and copyright applications owned by each Elevation Entity, as the case may be,, with evidence that the same has been filed in the United States Copyright Office.