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. 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. 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. 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. 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.
Protection of Ownership Interest of PARCO and the APA ----------------------------------------------------- Banks. -----
Protection of Ownership Interest. Debtor has not filed with the Secretary of State of Florida, or any other state, an effective Financing Statement covering any of the Collateral which would adversely affect Secured Party's interest therein. To the extent that Secured Party has not already perfected a security interest, upon Secured Party's filing with the office of the appropriate Secretary of State the Financing Statements, Secured Party will have a valid and perfected security interest in and first priority lien on the Collateral, free and clear of all liens.
Protection of Ownership Interest. SSI 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. SSI 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 SSI'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. 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 Purchaser'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 other than CORE WAREHOUSE MANAGEMENT SYSTEMS/STC INC., which was under contract to work on and document the source code, and is subject to a signed non-disclosure agreement.
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
