Protection of Ownership Interest. The Transferor agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents and take all action that the Administrative Agent may reasonably request in order to perfect or protect the Transferred Assets or to enable the Administrative Agent, for the benefit of the Owners, to exercise or enforce any of its or their rights hereunder. Without limiting the foregoing, the Transferor will, upon the request of the Administrative Agent, in order to accurately reflect this transaction, file such financing or continuation statements or amendments thereto or assignments thereof as may be reasonably requested by the Administrative Agent and xxxx its master data processing records with a notation describing the acquisition by the Administrative Agent (for the benefit of the Owners) of the Transferred Assets, as the Administrative Agent may reasonably request. To the fullest extent permitted by applicable law, the Administrative Agent shall be permitted to file continuation statements and amendments thereto and assignments thereof if, after notice to the Transferor, the Transferor shall have failed to file such continuation statements, amendments or assignments within ten (10) Business Days after receipt of such notice from the Administrative Agent. The Transferor shall neither change its name, identity or corporate structure (within the meaning of Sections 9-506, 9-507 or 9-508 (or other applicable sections of similar content) of the Relevant UCC), nor change where the Transferred Receivables are located nor change its jurisdiction of organization unless it shall have: (i) given the Administrative Agent at least thirty (30) days prior notice thereof and (ii) delivered to the Administrative Agent all financing statements, instruments and other documents reasonably requested by the Administrative Agent in connection with such change or relocation.
Protection of Ownership Interest. All filings or other actions under the UCC have been made or taken in each jurisdiction that are necessary or appropriate to validate and perfect Purchaser's ownership interest in and rights to collect any and all Sold Receivables and the proceeds thereof; Purchaser has a valid and perfected ownership or security interest in the Sold Receivables and the proceeds thereof, free and clear of all security interests, liens, charges, encumbrances or rights of others except as otherwise expressly provided herein; and no effective financing statement or other instrument similar in effect covering all or any part of the Sold Receivables is currently on file or of record at any location except as has been filed or recorded from time to time in favor of Purchaser in accordance with this Agreement.
Protection of Ownership Interest. DCM has taken and will take all ------------------------------------------ reasonable security measures to protect the secrecy, confidentiality and value of the Asset transferred in accordance with this Agreement. DCM has not taken any action or, to its knowledge, failed to take an action that directly or indirectly caused the proprietary value of the Asset to enter the public domain or in any way affected its value or IBII's absolute and unconditional ownership thereof.
Protection of Ownership Interest. Seller has taken and will take all reasonable security measures to protect the secrecy, confidentiality and value of all Intellectual Property Rights transferred in accordance with this Agreement. Seller has not taken any action or, to its knowledge, failed to take an action that directly or indirectly caused the proprietary information contained in the Assets to enter the public domain or in any way affected its value or Seller's absolute and unconditional ownership thereof. None of the Intellectual Property Rights is subject to escrow and none of such rights has been disclosed to any third party.
Protection of Ownership Interest. Lumina has taken and will take all reasonable security measures to protect the secrecy, confidentiality and value of all Intellectual Property Rights transferred in accordance with this Agreement. Lumina has not taken any action or, to its knowledge, failed to take an action that directly or indirectly caused the proprietary information contained in the Assets to enter the public domain or in any way affected its value or Lumina's absolute and unconditional ownership thereof. No source code or object code of any
Protection of Ownership Interest. KWI has taken and will take all ------------------------------------------ reasonable security measures to protect the secrecy, confidentiality and value of the Asset transferred in accordance with this Agreement. KWI has not taken any action or, to its knowledge, failed to take an action that directly or indirectly caused the proprietary value of the Asset to enter the public domain or in any way affected its value or VMCI's absolute and unconditional ownership thereof.
Protection of Ownership Interest. All of the Intellectual Assets included within the Purchased Assets have been protected, and have not been used, divulged, or appropriated for the benefit of any other Person or to the detriment of Seller. Seller has taken all reasonable security measures to protect the secrecy, confidentiality and value of the Intellectual Assets that will he sold and transferred in accordance with this Agreement. Seller has not taken any action, or, failed to take any action which directly or indirectly caused the proprietary information associated with the Purchased Assets to enter the public domain or in any way affect its value or Seller's absolute and unconditional ownership thereof
Protection of Ownership Interest. Lumina has taken and will take all reasonable security measures to protect the secrecy, confidentiality and value of all Intellectual Property Rights transferred in accordance with this Agreement. Lumina has not taken any action or, to its knowledge, failed to take an action that directly or indirectly caused the proprietary [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. information contained in the Assets to enter the public domain or in any way affected its value or Lumina's absolute and unconditional ownership thereof. No source code or object code of any Intellectual Property Rights is subject to escrow and such source code has not been disclosed to any third party.
Protection of Ownership Interest. APPOINTMENT OF DEAL AGENT AS ATTORNEY-IN-FACT; GRANT OF SECURITY INTEREST.
(a) The Seller agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may reasonably be necessary or desirable, or that the Deal Agent may reasonably request, to perfect, protect or more fully evidence the Asset Interests and the undivided ownership interest in the Assets in the Asset Pool represented by such Asset Interests, or to enable the Deal Agent or the Secured Parties to exercise and enforce their rights and remedies hereunder.
(b) If the Seller or the Servicer fails to perform any of its obligations hereunder after five Business Days' notice from the Deal Agent, the Deal Agent or any Secured Party may (but shall not be required to) perform, or cause performance of, such obligation; and the Deal Agent's or such Secured Party's reasonable costs and expenses incurred in connection therewith shall be payable by the Seller (if the Servicer that fails to so perform is the Seller or an Affiliate thereof) as provided in Article VIII, as applicable. The Seller irrevocably authorizes the Deal Agent and appoints the Deal Agent as its attorney-in-fact to act on behalf of the Seller (i) to execute on behalf of the Seller as debtor and to file financing statements necessary or desirable in the Deal Agent's sole discretion to perfect and to maintain the perfection and priority of the interest of the Secured Parties in the Asset Pool and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Asset Pool as a financing statement in such offices as the Deal Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the interests of the Secured Parties in the Asset Pool. This appointment is coupled with an interest and is irrevocable.
(c) The parties hereto intend that the conveyance of Asset Interests by the Seller to the Purchasers shall be treated as sales for all purposes. If, despite such intention, a determination is made that such transactions shall not be treated as sales, then the parties hereto intend that this Agreement constitutes a security agreement and the transactions effected hereby 96 102 constitute secured loans by the Purchasers to the Seller under Requirements of Law. For such purpose, the Seller hereby transfers, conveys, assigns and grants to the Deal Agent, for ...
Protection of Ownership Interest. Jolokia has taken and will take all reasonable security measures to protect the secrecy, confidentiality and value of all Intellectual Property. Jolokia has not taken any action or, to the actual knowledge of the Jolokia Shareholders, failed to take an action that directly or indirectly caused the proprietary information contained in the Assets to enter the public domain or in any way affected its value or Jolokia’s absolute and unconditional ownership thereof.
