Protection of Intellectual Property Collateral Sample Clauses

Protection of Intellectual Property Collateral. (a) Each Debtor shall have the duty to protect, preserve and maintain all rights in each of the items of its Intellectual Property Collateral, including, without limitation, the duty to prosecute and/or defend against any and all suits concerning validity, infringement, enforceability, ownership or dilution or other aspects of such Intellectual Property Collateral, as well as the duty to register all of its material Copyrights with the United States Copyright Office and to make publications of all copyrighted materials with an appropriate copyright notice. Any expenses incurred in protecting, preserving and maintaining the Intellectual Property Collateral of any Debtor shall be borne by such Debtor. To the maximum extent permitted by law, after the occurrence of and during the continuance of an Event of Default, Lender shall have the right, without taking title to any Debtor's Intellectual Property Collateral, to bring suit, in Lender's name or in such Debtor's name or in both such names, as determined by Lender, to enforce any or all of such Intellectual Property Collateral or Lender's Security Interest therein, in which event such Debtor shall, at the request of Lender, do any and all lawful acts and execute any and all proper documents required by Lender in aid of such enforcement. All costs, expenses and other moneys advanced by Lender in connection with the foregoing shall be treated as an advance under Section 11(b) hereof, but the making of any such advance by Lender shall not relieve any such Debtor of any default hereunder. All monetary recoveries from any such suits instituted by Lender shall be retained by and owned solely by Lender. In addition, Debtors shall indemnify on a joint and several basis, (which indemnification shall survive any termination of this Agreement) and hold harmless Lender from any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements (including attorneys' fees and legal expenses) of any kind whatsoever which may be imposed on, incurred by or asserted against Lender in connection with or in any way arising out of such suits, proceedings or other actions. Notwithstanding the foregoing, Lender shall have no obligations or liabilities regarding any Debtor's Intellectual Property Collateral by reason of, or arising out of, this Agreement.
Sample 1See All (4)
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Protection of Intellectual Property Collateral. Assignors agree to take, at their respective own expense, commercially reasonable steps to prosecute diligently any applications related to any Intellectual Property Collateral pending as of the date of this Agreement or thereafter that is material to the operation of the business of the Assignors as a whole and will defend and protect their respective interest in such Intellectual Property Collateral against any infringement, dilution or misappropriation and will defend any claim or administrative or arbitral challenge that questions the validity or enforceability of such Intellectual Property Collateral, any Assignor’s purported rights therein and thereunder or any Assignor’s right to register or patent the same or to use and practice the same in its business. Any such Assignor will give Secured Party notice of any proceeding in which such defense is being carried on. Except as permitted by the MFA, Assignors shall not abandon or dedicate to the public any of the Intellectual Property Collateral, nor do any act nor omit to do any act if such act or omission is of a character that tends to cause or contribute to the abandonment or dedication to the public of any part of the Intellectual Property Collateral that is material to the operation of the business of the Assignors as a whole or loss of or adverse effect on any rights in any part of such Intellectual Property Collateral, without the consent of Secured Party, which consent shall not be unreasonably withheld.
Sample 1
Protection of Intellectual Property Collateral. In the event that any Grantor becomes aware that any material item of the Intellectual Property Collateral is being infringed or misappropriated by a third party in a manner that would have a material impact on the overall value of all of the Collateral, such Grantor shall promptly notify the Collateral Agent and shall take such actions, at its expense, as such Grantor reasonably deems appropriate under the circumstances to protect such Intellectual Property Collateral.
Sample 1
Protection of Intellectual Property Collateral. The Secured Party may from time to time, at its option, perform any act which the Grantor fails to perform after being requested in writing so to perform (it being understood that no such request need be given after the occurrence and during the continuance of an Event of Default) and the Secured Party may from time to time take any other action which the Secured Party deems necessary for the maintenance, preservation or protection of any of the Intellectual Property Collateral or of its security interest therein.
Sample 1

Related to Protection of Intellectual Property Collateral

  • Protection of Intellectual Property Subject to and except as permitted by the Credit Agreement, such Grantor shall use commercially reasonable efforts not to do any act or omit to do any act whereby any of the Intellectual Property that is material to the business of Grantor may lapse, expire, or become abandoned, or unenforceable, except as would not reasonably be expected to have a Material Adverse Effect.

  • Intellectual Property Collateral With respect to any Intellectual Property Collateral the loss, impairment or infringement of which might have a Material Adverse Effect:

  • Possession of Intellectual Property The Company and its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) necessary to carry on the business now operated by them, and neither the Company nor any of its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect.

  • As to Intellectual Property Collateral Each Grantor covenants and agrees to comply with the following provisions as such provisions relate to any Intellectual Property Collateral material to the operations or business of such Grantor:

  • Acquisition of Intellectual Property Within 90 days after the end of each calendar year, such Grantor will notify the Note Collateral Agent of any acquisition by such Grantor of (i) any registration of any material United States Copyright, Patent or Trademark or (ii) any exclusive rights under a material United States Copyright License, Patent License or Trademark License constituting Collateral, and shall take such actions as may be reasonably necessary (but only to the extent such actions are within such Grantor’s control) to perfect the security interest granted to the Note Collateral Agent and the other Secured Parties therein, to the extent provided herein in respect of any United States Copyright, Patent or Trademark constituting Collateral on the date hereof, by (x) the execution and delivery of an amendment or supplement to this Agreement (or amendments to any such agreement previously executed or delivered by such Grantor) and/or (y) the making of appropriate filings (I) of financing statements under the Uniform Commercial Code of any applicable jurisdiction and/or (II) in the United States Patent and Trademark Office, or with respect to Copyrights and Copyright Licenses, the United States Copyright Office, or any other applicable United State Governmental Authority.

  • Protection of Intellectual Property Rights (a) (i) Protect, defend and maintain the validity and enforceability of its Intellectual Property; (ii) promptly advise Bank in writing of material infringements or any other event that could reasonably be expected to materially and adversely affect the value of its Intellectual Property; and (iii) not allow any Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Bank’s written consent.

  • Definition of Intellectual Property For purposes of this Agreement, the term "Intellectual Property" means any patent, copyright, trademark, trade name, service xxxx, service name, brand xxxx, brand name, logo, corporate name, Internet domain name or industrial design, any registrations thereof and pending applications therefor (to the extent applicable), any other intellectual property right (including, without limitation, any know-how, trade secret, trade right, formula, conditional or proprietary report or information, customer or membership list, any marketing data, and any computer program, software, database or data right), and license or other contract (including without limitation license(s) to use specific telephone numbers and/or radio channels/frequencies) relating to any of the foregoing, and any goodwill associated with any business owning, holding or using any of the foregoing.

  • Grant of License to Use Intellectual Property Collateral For the purpose of enabling Agent to exercise rights and remedies under Section 7 hereof (including, without limiting the terms of Section 7 hereof, in order to take possession of, hold, preserve, process, assemble, prepare for sale, market for sale, sell or otherwise dispose of Collateral) at such time as Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to Agent, for the benefit of Agent and Lenders, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to such Grantor) to use, license or sublicense any Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof.

  • Maintenance of Intellectual Property The Company will, and will cause each of its Subsidiaries to, take all reasonable action necessary or advisable to maintain all of the Intellectual Property Rights of the Company and/or any of its Subsidiaries that are necessary or material to the conduct of its business in full force and effect.

  • Assignment of Intellectual Property The Executive hereby assigns to the Company or its designees, without further consideration and free and clear of any lien or encumbrance, the Executive’s entire right, title and interest (within the United States and all foreign jurisdictions) to any and all inventions, discoveries, improvements, developments, works of authorship, concepts, ideas, plans, specifications, software, formulas, databases, designees, processes and contributions to Confidential Information created, conceived, developed or reduced to practice by the Executive (alone or with others) during the Term which (i) are related to the Company’s current or anticipated business, activities, products, or services, (ii) result from any work performed by Executive for the Company, or (iii) are created, conceived, developed or reduced to practice with the use of Company property, including any and all Intellectual Property Rights (as defined below) therein (“Work Product”). Any Work Product which falls within the definition of “work made for hire”, as such term is defined in the U.S. Copyright Act, shall be considered a “work made for hire”, the copyright in which vests initially and exclusively in the Company. The Executive waives any rights to be attributed as the author of any Work Product and any “droit morale” (moral rights) in Work Product. The Executive agrees to immediately disclose to the Company all Work Product. For purposes of this Agreement, “Intellectual Property” shall mean any patent, copyright, trademark or service xxxx, trade secret, or any other proprietary rights protection legally available.

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