Recordable Intellectual Property. Each Lien Grantor covenants as follows:
(a) On the Closing Date (in the case of an Original Lien Grantor) or the date on which it signs and delivers its first Security Agreement Supplement (in the case of any other Lien Grantor), such Lien Grantor will sign and deliver to the Agent Intellectual Property Security Agreements with respect to all Recordable Intellectual Property then owned by it. Within 30 days after each June 30 and December 31 thereafter, it will sign and deliver to the Agent an appropriate Intellectual Property Security Agreement covering any Recordable Intellectual Property owned by it on such June 30 or December 31 that is not covered by any previous Intellectual Property Security Agreement so signed and delivered by it. Each Lien Grantor hereby authorizes the Agent to make all Intellectual Property Filings necessary to record the Transaction Liens on its Recordable Intellectual Property.
(b) Such Lien Grantor will notify the Agent promptly if it knows that any application or registration relating to any Recordable Intellectual Property owned or licensed by it that is material to its business may become abandoned or dedicated to the public, or of any adverse determination or development (including the institution of, or any adverse determination or development in, any proceeding in the United States Copyright Office, the United States Patent and Trademark Office or any court) regarding such Lien Grantor’s ownership of such Recordable Intellectual Property, its right to register or patent the same, or its right to keep and maintain the same. If any of such Lien Grantor’s rights to any Recordable Intellectual Property are infringed, misappropriated or diluted in any material respect by a third party, such Lien Grantor will notify the Agent within 30 days after it learns thereof and will, unless such Lien Grantor shall reasonably determine that such action would be of negligible value, economic or otherwise, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as such Lien Grantor shall reasonably deem appropriate under the circumstances to protect such Recordable Intellectual Property.
Recordable Intellectual Property. (a) Annex G hereto sets forth as of the date hereof a complete and accurate list of all Recordable Intellectual Property that each Assignor owns. Each Assignor represents and warrants that as of the date hereof it is the sole owner of all right, title and interest in all Recordable Intellectual Property listed in Annex G hereto, except where the failure to have such sole ownership could not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. Each Assignor represents and warrants that:
(i) no Recordable Intellectual Property listed in Annex G hereto has been canceled nor is any cancelation or opposition action pending, to the knowledge of any Responsible Officer of such Assignor;
(ii) all such Recordable Intellectual Property is valid and subsisting;
(iii) such Assignor is not aware of any pending third-party claim that any of said registrations of Recordable Intellectual Property are invalid or unenforceable; and
(iv) such Assignor has not been advised in writing by counsel or by the relevant Intellectual Property Office, nor is such Assignor otherwise aware of any reason, that any of said applications of Recordable Intellectual Property will not mature into registrations, other than, in the case of each of the foregoing clauses (i) – (iv), as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, solely upon the occurrence and during the continuance of an Event of Default, any document which may be required by the United States Patent and Trademark Office, any domain name registrar, the United States Copyright Office or any other governmental authority in order to effect an assignment of all right, title and interest in any Intellectual Property constituting Collateral, and record the same.
(b) Each Assignor agrees, within 60 days of the end of each fiscal year of the Company, to notify the Collateral Agent in writing of the name and address of, and to furnish such pertinent information that may be available to such Assignor with respect to: (i) any party who such Assignor reasonably believes is infringing, misappropriating, diluting or otherwise violating any of such Assignor’s rights in and to any Intellectual Property in any manner that would reasonably be expected to have a Material Adverse Effect, or (ii) any party, to the knowledge of any Responsible Officer ...
Recordable Intellectual Property. Each Lien Grantor covenants as follows:
(a) On the Issue Date (in the case of an Original Lien Grantor) or the date on which it signs and delivers its first Security Agreement Supplement (in the case of any other Lien Grantor), such Lien Grantor will sign and deliver to the Collateral Agent Intellectual Property Security Agreements with respect to all Recordable Intellectual Property then owned by it. Concurrently with (or prior to) each delivery of annual financial statements pursuant to Section 3.2 of the Indenture, it will sign and deliver to the Collateral Agent any Intellectual Property Security Agreement necessary to grant Transaction Liens on all Recordable Intellectual Property owned by it on December 31 of the most recently ended year covered by such financial statements that is not covered by any previous Intellectual Property Security Agreement so signed and delivered by it. In each case, it will promptly make all Intellectual Property Filings necessary to record the Transaction Liens on such Recordable Intellectual Property.
(b) Such Lien Grantor will notify the Collateral Agent in writing promptly if it knows that any application or registration relating to any Recordable Intellectual Property owned or licensed by it may become abandoned or dedicated to the public, or of any adverse determination or development (including the institution of, or any adverse determination or development in, any proceeding in the United States Copyright Office, the United States Patent and Trademark Office or any court) regarding such Lien Grantor’s ownership of such Recordable Intellectual Property, its right to register or patent the same, or its right to keep and maintain the same; provided that the foregoing shall not apply to the extent that any such event, individually or together with all such events, could not reasonably be expected to have a Material Adverse Effect.
Recordable Intellectual Property. Each Lien Grantor covenants as follows:
(a) On the date on which it becomes a party to this Agreement, such Lien Grantor will sign and deliver to the Collateral Agent Intellectual Property Security Agreements with respect to all Material Recordable Intellectual Property then owned by it. Within 30 days after each March 31, June 30, September 30 and December 31, such Lien Grantor will sign and deliver to the Collateral Agent any Intellectual Property Security Agreement provided by the Collateral Agent and necessary to grant Transaction Liens on all Material Recordable Intellectual Property owned by it on such March 31, June 30, September 30 and December 31 that is not covered by any previous Intellectual Property Security Agreement so signed and delivered by it. In each case, it will, as soon as practicable upon the request of the Collateral Agent, provide the Collateral Agent with all documentation necessary in order to enable the Collateral Agent to make all Intellectual Property Filings necessary to perfect the Transaction Liens on Material Recordable Intellectual Property.
(b) Such Lien Grantor will maintain its Material Intellectual Property in a commercially reasonable, prudent manner consistent with its past practices and with respect to any Material Intellectual Property which has been infringed, misappropriated or diluted, in each case in a material respect, by a third party, the relevant Lien Grantor will, unless such Lien Grantor shall reasonably determine that such action would be of negligible value, economic or otherwise, take commercially reasonable steps consistent with its past practices to sxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and/or take such other actions as such Lien Grantor shall reasonably deem appropriate under the circumstances to protect such Material Intellectual Property.
Recordable Intellectual Property. Each Lien Grantor covenants as follows:
Recordable Intellectual Property. Each Grantor covenants as follows:
(a) Promptly (and in any event within 20 business days) upon request by Party B, each Grantor will promptly sign and deliver to the Secured Party Intellectual Property Security Agreements with respect to all Recordable Intellectual Property then owned by it. Within 30 days after each December 31 thereafter, it will sign and deliver to the Secured Party an appropriate Intellectual Property Security Agreement covering any Recordable Intellectual Property owned by it on such December 31 that is not covered by any previous Intellectual Property Security Agreement so signed and delivered by it. In each case, it will promptly make all Intellectual Property Filings necessary to record the Transaction Liens on such Recordable Intellectual Property.
(b) Upon the occurrence and during the continuance of an Event of Default, each Grantor shall use its best efforts to obtain all requisite consents or approvals by the licensor of each Copyright License, Patent License or Trademark License under which such Grantor is a licensee to effect the assignment of all such Grantor’s right, title and interest thereunder to Party B for the benefit of the Secured Party.
Recordable Intellectual Property. 19 SECTION 7.
Recordable Intellectual Property. (a) Annex G hereto sets forth as of the date hereof a complete and accurate list of all Recordable Intellectual Property that each Grantor owns. Each Grantor represents and warrants that as of the date hereof it is the sole owner of all right, title and interest in all Recordable Intellectual Property listed in Annex G hereto, except where the failure to have such sole ownership could not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. Each Grantor represents and warrants that:
Recordable Intellectual Property. On the Effective Date (in the case of an Original Lien Grantor) or the date on which it signs and delivers its first Security Agreement Supplement (in the case of any other Lien Grantor), such Lien Grantor will sign and deliver to the Collateral Agent Intellectual Property Security Agreements with respect to all Recordable Intellectual Property then owned by it. From time to time thereafter, whenever any Lien Grantor acquires any Recordable Intellectual Property or determines that any Intellectual Property owned by it has become Recordable Intellectual Property, it will promptly make all Intellectual Property Filings necessary to record the Transaction Liens on such Recordable Intellectual Property.
Recordable Intellectual Property. On the Initial Collateral Date (in the case of an Original Lien Grantor) or the date on which it signs and delivers its first Security Agreement Supplement (in the case of any other Lien Grantor), such Lien Grantor will sign and deliver to the Administrative Agent Intellectual Property Security Agreements with respect to all Recordable Intellectual Property then owned by it. From time to time thereafter, whenever any Lien Grantor acquires any Recordable Intellectual Property or determines that any Intellectual Property owned by it has become Recordable Intellectual Property, it will promptly notify the Administrative Agent thereof and make all Intellectual Property Filings necessary to record the Transaction Liens on such Recordable Intellectual Property.
