New Trademarks. The Borrower represents and warrants that the Trademarks and Licenses listed on Annexes I and II constitute all of the significant trademarks, applications, trade names, service marks, service xxxx registrations and trademark registrations now owned and license agreements entered into by the Borrower. If, before the Obligations shall have been satisfied in full, the commitments of the Lenders to extend credit under the Credit Agreement shall have been terminated and the Credit Agreement shall have been terminated, the Borrower shall, after the date hereof, (i) obtain rights to any new trademarks, trademark registrations, trademark applications, service marks, service xxxx registrations, or trade names, (ii) become entitled to the benefit of any trademarks, trademark registrations, trademark applications, trade names, service marks, service xxxx registrations, trademark licenses or trademark license renewals or (iii) enter into any new trademark license agreements, the provisions of paragraph 2 above shall automatically apply thereto, and the Borrower shall give to the Agent prompt written notice thereof. The Borrower hereby authorizes the Agent to modify this Trademark Security Agreement by amending Annex I or II to include any future trademarks, trademark applications, trade names, service marks, service xxxx registrations, trademark registrations or license agreements that are the Trademark or the Licenses, under paragraph 2 above or under this paragraph 4.
Appears in 2 contracts
Samples: Credit Agreement (Anntaylor Inc), Trademark Security Agreement (Anntaylor Inc)
New Trademarks. The Borrower represents and warrants that the Trademarks and Licenses listed on Annexes I Schedules A and II constitute B, respectively, include all of the significant trademarks, trademark registrations, trademark applications, trade namestradenames, service marks, service xxxx registrations and trademark registrations now owned registrations, service xxxx applications and license agreements entered into in connection with trademarks, registered trademarks, trademark applications, tradenames, service marks, registered service marks and service xxxx applications now owned or held by the Borrower. If, before prior to the Obligations termination of this Agreement, Borrower shall have been satisfied in full, the commitments of the Lenders to extend credit under the Credit Agreement shall have been terminated and the Credit Agreement shall have been terminated, the Borrower shall, after the date hereof, (i) obtain rights to any new trademarks, trademark registrations, trademark applications, trade names, service marks, service xxxx registrationsregistration, service xxxx applications or license agreements in connection with trademarks, registered trademarks, trademark applications, trade names, service marks, registered service marks or service xxxx applications or (ii) become entitled to the benefit of any trademark, trademark registration, trademark application, trade name, service xxxx, service xxxx registration or service xxxx application, the provisions of Section 2 shall automatically apply thereto and Borrower shall give to Lender prompt written notice thereof. Borrower hereby authorizes Lender to modify this Agreement by (i) amending Schedules A or B, as the case may be, to include any future trademarks, trademark registrations, trademark applications, trade names, service marks, service xxxx applications and license agreements in connection with trademarks, registered trademarks, trademark applications, service marks, service xxxx registrations, trademark licenses service xxxx applications and trade names that are Trademarks or trademark license renewals Licenses under Section 2, or under this Section 4, and (iiiii) enter into any new trademark license agreementsfiling, the provisions in addition to and not in substitution for, this Agreement, a duplicate original of paragraph 2 above shall automatically apply this Agreement containing on Schedules A or B, thereto, and as the Borrower shall give to the Agent prompt written notice thereof. The Borrower hereby authorizes the Agent to modify this Trademark Security Agreement by amending Annex I or II to include any case may be, such future trademarkstrade marks, trademark applications, trade names, service marks, service xxxx registrationsapplications and license agreements in connection with trademarks, registered trademarks, trademark registrations applications, service marks, registered service marks, service xxxx applications and trade names which are Trademarks or license agreements that are the Trademark Licenses under Section 2 or the Licenses, under paragraph 2 above or under this paragraph Section 4.
Appears in 2 contracts
Samples: Trademark and License Security Agreement (Pw Eagle Inc), Trademark and License Security Agreement (Pw Eagle Inc)
New Trademarks. The Borrower represents and warrants that that, from and after the Agreement Date, (a) the Trademarks and Licenses listed on Annexes I and II constitute Schedule 1 include all of the significant trademarks, applicationstrademarks in use by the Borrower, trade names, service marksregistered trademarks, trademark applications, service xxxx registrations and trademark registrations now owned and license agreements entered into marks in use by the Borrower, registered service marks and service mark xxxlications now owned or held by the Borrower, and (b) no liens, claims or security interests in such Trademarks have been granted by the Borrower to any Person other than the Agent and except as disclosed in the Loan Agreement. If, before prior to the Obligations shall have been satisfied in full, the commitments termination of the Lenders to extend credit under the Credit Agreement shall have been terminated and the Credit Agreement shall have been terminatedthis Agreement, the Borrower shall, after the date hereof, shall (i) obtain rights to any new trademarks, trademark registrationstrade names, registered trademarks, trademark applications, service marks, registered service xxxx registrations, marks or trade names, service mark xxxlications or (ii) become entitled to the benefit of any trademarks, trademark registrationstrade names, registered trademarks, trademark applications, trade namestrademark licenses, trademark license renewals, service marks, registered service xxxx registrationsmarks, trademark licenses service mark xxxlications, service mark xxxenses or trademark license service mark xxxense renewals or (iii) enter into any new trademark license agreementsagreements whether as licensee or licensor, the provisions of paragraph 2 4 above shall automatically apply thereto, and thereto (to the extent permitted by licensors under agreements in connection with the granting of such licenses). The Borrower shall give to the Agent prompt written notice of events described in clauses (i) and (ii) of the preceding sentence promptly after the occurrence thereof. The Borrower hereby authorizes the Agent to modify this Trademark Security Agreement unilaterally (i) by amending Annex I or II Schedule 1 to include any future trademarks, trade names, registered trademarks, trademark applications, trade names, service marks, registered service xxxx registrationsmarks and service mark xxxlications, trademark registrations or license agreements that which are the Trademark or the Licenses, Trademarks under paragraph 2 4 above or under this paragraph 46 and (ii) by filing, in addition to and not in substitution for this Agreement, a duplicate original of this Agreement containing on Schedule 1 thereto, as the case may be, such future trademarks, trade names, registered trademarks, trademark applications, service marks, registered service marks and service mark xxxlications.
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New Trademarks. The Borrower Pledgor represents and warrants that that, from and after the Closing Date, (a) the Trademarks and Licenses listed on Annexes I and II constitute Schedule 1 are all of the significant trademarks, applications, trade names, registered trademarks, trademark applications, service marks, registered service marks and service xxxx registrations and trademark registrations applications now owned and license agreements entered into or held by the BorrowerPledgor, and (b) the Trademarks have not been adjudged invalid or unenforceable, and Pledgor is the legal and beneficial owner of the Trademarks free and clear of all liens, claims or security interests other than the lien of the Agent and except for the licenses listed on Schedule 2 attached hereto. If, before prior to the Obligations shall have been satisfied in fulltermination of this Agreement, the commitments of the Lenders to extend credit under the Credit Agreement Pledgor shall have been terminated and the Credit Agreement shall have been terminated, the Borrower shall, after the date hereof, (i) obtain rights to any new trademarks, trademark registrationstrade names, registered trademarks, trademark applications, service marks, registered service marks or service xxxx registrations, applications or trade names, (ii) become entitled to the benefit of any trademarks, trademark registrationstrade names, registered trademarks, trademark applications, trade namestrademark licenses, trademark license renewals, service marks, registered service marks, service xxxx registrationsapplications, trademark service xxxx licenses or trademark service xxxx license renewals or (iii) enter into any new trademark license agreementsagreements whether as licensee or licensor, the provisions of paragraph 2 4 above shall automatically apply thereto, and thereto (to the Borrower extent permitted by licensors under agreements in connection with the granting of such licenses). The Pledgor shall give to the Agent prompt written notice of events described in clauses (i) and (ii) of the preceding sentence promptly after the occurrence thereof. The Borrower Pledgor hereby authorizes the Agent to modify this Trademark Security Agreement unilaterally (i) by amending Annex I or II Schedule 1 to include any future trademarks, trade names, registered trademarks, trademark applications, trade names, service marks, registered service marks and service xxxx registrationsapplications, trademark registrations or license agreements that which are the Trademark or the Licenses, Trademarks under paragraph 2 4 above or under this paragraph 46 and (ii) by filing, in addition to and not in substitution for this Agreement, a duplicate original of this Agreement containing on Schedule 1 thereto, as the case may be, such future trademarks, trade names, registered trademarks, trademark applications, service marks, registered service marks and service xxxx applications.
Appears in 1 contract
Samples: Trademark Security Agreement (World Airways Inc /De/)