Registration of Intellectual Property Rights. (a) Each Borrower shall register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: (i) those Copyrights listed on Exhibit A to the Intellectual Property Security Agreement identified by Lender as material and those intellectual property rights listed on Exhibits B and C to the Intellectual Property Security Agreement delivered to Lender by each Borrower in connection with this Agreement, within thirty (30) days of the date of this Agreement, (ii) all registrable Trademarks and Patents any Borrower has developed as of the date of this Agreement which are material to any Borrower's business as currently operated and as contemplated to be operated and which have not yet been registered and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registered, in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark or Copyright as material after the date of this Agreement, Borrower shall have thirty (30) days from the date of such determination to cause such Patents, Trademarks or Copyrights to be registered on an expedited basis, and (iii) those additional intellectual property rights developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by Lender, prior to the sale or licensing of such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Borrowers shall give Agent written notice of all such applications or registrations within five (5) days thereof. (b) In connection with Borrower's obligations hereunder, Borrowers shall execute and deliver such additional instruments and documents from time to time as Lender shall reasonably request to perfect Lender's security interest in the Intellectual Property Collateral. (c) Borrowers shall (i) protect, defend and maintain the validity and enforceability of the Trademarks, Patents and Copyrights unless Borrowers have obtained the prior written consent of Lender that no such action is necessary, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i) shall be deemed to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower, (ii) use their best efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise Lender in writing of infringements detected and (iii) not allow any Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of Lender, which shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower. (d) Subject to attorney-client privilege, Agent may audit Borrowers' Intellectual Property Collateral to confirm compliance with this Section, provided that Borrowers shall not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers and Lender. Lender shall have the right, but not the obligation, to take, at Borrowers' sole expense, any actions that Borrowers are required under this Section to take but which any Borrower fails to take, after fifteen (15) days' notice to Borrowers. Borrowers shall reimburse and indemnify Lender for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this Section.
Appears in 4 contracts
Samples: Loan and Security Agreement (Netratings Inc), Loan and Security Agreement (Netratings Inc), Loan and Security Agreement (Netratings Inc)
Registration of Intellectual Property Rights. (a) Each Borrower shall register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: (i) the case may be, those Copyrights listed on Exhibit A to the Intellectual Property Security Agreement identified by Lender as material and those registrable intellectual property rights listed on Exhibits B and C to the Intellectual Property Security Agreement delivered to Lender by each Borrower in connection with this Agreement, within thirty (30) days of the date of this Agreement, (ii) all registrable Trademarks and Patents any Borrower has developed as of the date of this Agreement which are material to any Borrower's business as currently operated and as contemplated to be operated and which have not yet been registered and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registered, in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark now owned or Copyright as material after the date of this Agreement, Borrower shall have thirty (30) days from the date of such determination to cause such Patents, Trademarks or Copyrights to be registered on an expedited basis, and (iii) those additional intellectual property rights hereafter developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by LenderBorrower, prior to the sale or licensing of extent that Borrower, in its reasonable business judgment, deems it appropriate to so protect such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Borrowers shall give Agent written notice of all such applications or registrations within five (5) days thereofrights.
(b) In connection Borrower shall provide Bank written notice of any applications or registrations of intellectual property rights filed with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, including the date of such filing and the registration or application numbers, (i) with respect to any filings with the United States Patent and Trademark Office, within 30 days of each fiscal quarter-end, and (ii) with respect to any filings with the United States Copyright Office, within 5 days of any such filing.
(c) Borrower shall (i) give Bank written notice, as required pursuant to Section 6.2(a)(vii) and 6.2(b), of the filing of any applications or registrations with the United States Copyright Office, including the title of such intellectual property rights to be registered, as such title appears on such applications or registrations, and the date such applications or registrations are filed; (ii) execute such documents as Bank may reasonably request for Bank to maintain its perfection in such intellectual property rights to be registered by Borrower's obligations hereunder; (iii) upon the request of Bank, Borrowers either deliver to Bank or file such documents simultaneously with the filing of any such applications or registrations; and (iv) upon filing any such applications or registrations, promptly provide Bank with a copy of such applications or registrations together with any exhibits, evidence of the filing of any documents requested by Bank to be filed for Bank to maintain the perfection and priority of its security interest in such intellectual property rights, and the date of such filing.
(d) Borrower shall execute and deliver such additional instruments and documents from time to time as Lender Bank shall reasonably request to perfect Lender's and maintain the perfection and priority of Bank’s security interest in the Intellectual Property Collateral.
(ce) Borrowers Borrower shall use commercially reasonable efforts in its reasonable business judgment to (i) protect, defend and maintain the validity and enforceability of the trade secrets, Trademarks, Patents and Copyrights unless Borrowers have obtained the prior written consent of Lender that no such action is necessaryare material to its business, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i(ii) shall be deemed to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability detect infringements of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need that are material to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower, (ii) use their best efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect its business and promptly advise Lender Bank in writing of material infringements detected and (iii) not allow any material Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of LenderBank, which shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower.
(df) Subject to attorney-client privilege, Agent Bank may audit Borrowers' Borrower’s Intellectual Property Collateral to confirm compliance with this SectionSection 6.8, provided that Borrowers shall such audit may not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers occur more often than twice per year, unless an Event of Default has occurred and Lenderis continuing. Lender Bank shall have the right, but not the obligation, to take, at Borrowers' Borrower’s sole expense, any actions that Borrowers are Borrower is required under this Section 6.8 to take but which any Borrower fails to take, after fifteen (15) 15 days' ’ notice to BorrowersBorrower. Borrowers Borrower shall reimburse and indemnify Lender Bank for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this SectionSection 6.8.
Appears in 4 contracts
Samples: Loan and Security Agreement (NTN Buzztime Inc), Loan and Security Agreement (NTN Buzztime Inc), Loan and Security Agreement (NTN Buzztime Inc)
Registration of Intellectual Property Rights. (a) Each Borrower shall register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: (i) the case may be, those Copyrights listed on Exhibit A to the Intellectual Property Security Agreement identified by Lender as material and those registrable intellectual property rights listed on Exhibits B and C to the Intellectual Property Security Agreement delivered to Lender by each Borrower in connection with this Agreement, within thirty (30) days of the date of this Agreement, (ii) all registrable Trademarks and Patents any Borrower has developed as of the date of this Agreement which are material to any Borrower's business as currently operated and as contemplated to be operated and which have not yet been registered and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registered, in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark now owned or Copyright as material after the date of this Agreement, Borrower shall have thirty (30) days from the date of such determination to cause such Patents, Trademarks or Copyrights to be registered on an expedited basis, and (iii) those additional intellectual property rights hereafter developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by LenderBorrower, prior to the sale or licensing of extent that Borrower, in its reasonable business judgment, deems it appropriate to so protect such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Borrowers shall give Agent written notice of all such applications or registrations within five (5) days thereofrights.
(b) In connection Borrower shall promptly give Bank written notice of any applications or registrations of intellectual property rights filed with the United States Patent and Trademark Office, including the date of such filing and the registration or application numbers, if any.
(c) Borrower shall (i) give Bank not less than 30 days prior written notice of the filing of any applications or registrations with the United States Copyright Office, including the title of such intellectual property rights to be registered, as such title will appear on such applications or registrations, and the date such applications or registrations will be filed; (ii) prior to the filing of any such applications or registrations, execute such documents as Bank may reasonably request for Bank to maintain its perfection in such intellectual property rights to be registered by Borrower's obligations hereunder; (iii) upon the request of Bank, Borrowers either deliver to Bank or file such documents simultaneously with the filing of any such applications or registrations; (iv) upon filing any such applications or registrations, promptly provide Bank with a copy of such applications or registrations together with any exhibits, evidence of the filing of any documents requested by Bank to be filed for Bank to maintain the perfection and priority of its security interest in such intellectual property rights, and the date of such filing.
(d) Borrower shall execute and deliver such additional instruments and documents from time to time as Lender Bank shall reasonably request to perfect Lender's and maintain the perfection and priority of Bank’s security interest in the Intellectual Property Collateral.
(ce) Borrowers Borrower shall (i) protect, defend and maintain the validity and enforceability of the trade secrets, Trademarks, Patents and Copyrights unless Borrowers have obtained the prior written consent of Lender that no such action is necessaryCopyrights, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i(ii) shall be deemed use commercially reasonable efforts to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability detect infringements of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower, (ii) use their best efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise Lender Bank in writing of material infringements detected and (iii) not allow any material Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of LenderBank, which shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower.
(df) Subject to attorney-client privilege, Agent Bank may audit Borrowers' Borrower’s Intellectual Property Collateral to confirm compliance with this SectionSection 6.8, provided that Borrowers shall such audit may not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers occur more often than twice per year, unless an Event of Default has occurred and Lenderis continuing. Lender Bank shall have the right, but not the obligation, to take, at Borrowers' Borrower’s sole expense, any actions that Borrowers are Borrower is required under this Section 6.8 to take but which any Borrower fails to take, after fifteen (15) 15 days' ’ notice to BorrowersBorrower. Borrowers Borrower shall reimburse and indemnify Lender Bank for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this SectionSection 6.8.
Appears in 4 contracts
Samples: Loan and Security Agreement (Logicvision Inc), Loan and Security Agreement (Aldagen Inc), Loan and Security Agreement (Radview Software LTD)
Registration of Intellectual Property Rights. (a) Each Borrower shall register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: (i) the case may be, those Copyrights listed on Exhibit A to the Intellectual Property Security Agreement identified by Lender as material and those registrable intellectual property rights listed on Exhibits B and C to the Intellectual Property Security Agreement delivered to Lender by each Borrower in connection with this Agreement, within thirty (30) days of the date of this Agreement, (ii) all registrable Trademarks and Patents any Borrower has developed as of the date of this Agreement which are material to any Borrower's business as currently operated and as contemplated to be operated and which have not yet been registered and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registered, in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark now owned or Copyright as material after the date of this Agreement, Borrower shall have thirty (30) days from the date of such determination to cause such Patents, Trademarks or Copyrights to be registered on an expedited basis, and (iii) those additional intellectual property rights hereafter developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by LenderBorrower, prior to the sale or licensing of extent that Borrower, in its reasonable business judgment, deems it appropriate to so protect such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Borrowers shall give Agent written notice of all such applications or registrations within five (5) days thereofrights.
(b) In connection Borrower shall promptly give Bank written notice of any applications or registrations of intellectual property rights filed with the United States Patent and Trademark Office, including the date of such filing and the registration or application numbers, if any.
(c) Borrower shall (i) give Bank not less than 30 days prior written notice of the filing of any applications or registrations with the United States Copyright Office, including the title of such intellectual property rights to be registered, as such title will appear on such applications or registrations, and the date such applications or registrations will be filed; (ii) prior to the filing of any such applications or registrations, execute such documents as Bank may reasonably request for Bank to maintain its perfection in such intellectual property rights to be registered by Borrower's obligations hereunder; (iii) upon the request of Bank, Borrowers either deliver to Bank or file such documents simultaneously with the filing of any such applications or registrations; (iv) upon filing any such applications or registrations, promptly provide Bank with a copy of such applications or registrations together with any exhibits, evidence of the filing of any documents requested by Bank to be filed for Bank to maintain the perfection and priority of its security interest in such intellectual property rights, and the date of such filing.
(d) Borrower shall execute and deliver such additional instruments and documents from time to time as Lender Bank shall reasonably request to perfect Lender's and maintain the perfection and priority of Bank’s security interest in the Intellectual Property Collateral.
(ce) Borrowers Borrower shall (i) protect, defend and maintain the validity and enforceability of the trade secrets, Trademarks, Patents and Copyrights unless Borrowers have obtained the prior written consent of Lender that no such action is necessaryCopyrights, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i(ii) shall be deemed use commercially reasonable efforts to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability detect infringements of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower, (ii) use their best efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise Lender Bank in writing of material infringements detected and (iii) not allow any material Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of LenderBank, which shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower.
(df) Subject to attorney-client privilege, Agent Bank may audit Borrowers' Borrower’s Intellectual Property Collateral to confirm compliance with this SectionSection 6.11, provided that Borrowers shall such audit may not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers occur more often than once per year, unless an Event of Default has occurred and Lenderis continuing. Lender Bank shall have the right, but not the obligation, to take, at Borrowers' Borrower’s sole expense, any actions that Borrowers are Borrower is required under this Section 6.11 to take but which any Borrower fails to take, after fifteen (15) 15 days' ’ notice to BorrowersBorrower. Borrowers Borrower shall reimburse and indemnify Lender Bank for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this SectionSection 6.11.
Appears in 3 contracts
Samples: Loan and Security Agreement (Applied Optoelectronics, Inc.), Loan and Security Agreement (Applied Optoelectronics, Inc.), Loan and Security Agreement (Applied Optoelectronics, Inc.)
Registration of Intellectual Property Rights. (a) Each Within 30 days of the last day of each fiscal quarter, Borrower shall register promptly give Lender written notice of any applications or cause registrations it files or obtains with respect to be registered on an expedited basis (to the extent not already registered) Intellectual Property filed with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: (i) those Copyrights listed on Exhibit A to the Intellectual Property Security Agreement identified by Lender as material and those intellectual property rights listed on Exhibits B and C to the Intellectual Property Security Agreement delivered to Lender by each Borrower in connection with this Agreement, within thirty (30) days of including the date of this Agreementany such filing and the registration or application numbers, (ii) all registrable Trademarks and Patents any Borrower has developed as of the date of this Agreement which are material to any Borrower's business as currently operated and as contemplated to be operated and which have not yet been registered and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registered, in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark or Copyright as material after the date of this Agreement, Borrower shall have thirty (30) days from the date of such determination to cause such Patents, Trademarks or Copyrights to be registered on an expedited basis, and (iii) those additional intellectual property rights developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by Lender, prior to the sale or licensing of such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Borrowers shall give Agent written notice of all such applications or registrations within five (5) days thereofif any.
(b) In connection Within 30 days of the last day of each fiscal quarter, Borrower shall (i) give Lender written notice of the filing of any applications or registrations with Borrower's obligations hereunderthe United States Copyright Office, Borrowers shall including the title of such intellectual property rights to be registered, as such title will appear on such applications or registrations, and the date such applications or registrations will be filed; (ii) execute and deliver such additional instruments and documents from time to time as Lender shall may reasonably request for Lender to perfect Lender's security interest maintain its perfection in the Intellectual Property Collateralrights to be registered by Borrower; (iii) upon the request of Lender, either deliver to Lender or file such documents simultaneously with the filing of any such applications or registrations; (iv) promptly provide Lender with a copy of such applications or registrations together with any exhibits, evidence of the filing of any documents requested by Lender to be filed for Lender to maintain the perfection and priority of its security interest in such Intellectual Property rights.
(c) Borrowers Borrower shall use commercially reasonable efforts to (i) protect, defend and maintain the validity and enforceability of the Trademarks, Patents and Copyrights unless Borrowers have obtained the prior written consent of Lender that no such action is necessary, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i) shall be deemed to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from BorrowerIntellectual Property, (ii) use their best efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or CopyrightIntellectual Property, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise Lender in writing of infringements detected and (iii) not allow any Trademarks, Patents or Copyrights material Intellectual Property to be abandoned, forfeited or dedicated to the public without the written consent of Lender, which shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower.
(d) Subject to attorney-client privilege, Agent may audit Borrowers' Intellectual Property Collateral to confirm compliance with this Section, provided that Borrowers shall not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers and Lender. Lender shall have the right, but not the obligation, to take, at Borrowers' Borrower’s sole expense, any actions that Borrowers are Borrower is required under this Section 5.8 to take but which any Borrower fails to take, after fifteen (15) 15 days' ’ notice to BorrowersBorrower. Borrowers Borrower shall reimburse and indemnify Lender for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this Section.
Appears in 3 contracts
Samples: Loan and Security Agreement, Loan and Security Agreement (Nlight, Inc.), Loan and Security Agreement (Nlight, Inc.)
Registration of Intellectual Property Rights. (a) Each Borrower shall register promptly give Bank written notice of any applications or cause to be registered on an expedited basis (to the extent not already registered) registrations of intellectual property rights filed with the United States Patent and Trademark Office or the United States Copyright Canadian Intellectual Property Office, as applicable: (i) those Copyrights listed on Exhibit A to the Intellectual Property Security Agreement identified by Lender as material and those intellectual property rights listed on Exhibits B and C to the Intellectual Property Security Agreement delivered to Lender by each Borrower in connection with this Agreement, within thirty (30) days of the date of this Agreement, (ii) all registrable Trademarks and Patents any Borrower has developed as of the date of this Agreement which are material to any Borrower's business as currently operated and as contemplated to be operated and which have not yet been registered and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registered, in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark or Copyright as material after the date of this Agreement, Borrower shall have thirty (30) days from including the date of such determination to cause such Patentsfiling and the registration or application numbers, Trademarks or Copyrights to be registered on an expedited basis, and (iii) those additional intellectual property rights developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by Lender, prior to the sale or licensing of such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Borrowers shall give Agent written notice of all such applications or registrations within five (5) days thereofif any.
(b) In connection Borrower shall (i) give Bank not less than 30 days prior written notice of the filing of any applications or registrations with the United States Copyright Office or the Canadian Intellectual Property Office, including the title of such intellectual property rights to be registered, as such title will appear on such applications or registrations, and the date such applications or registrations will be filed; (ii) prior to the filing of any such applications or registrations, execute such documents as Bank may reasonably request for Bank to maintain its perfection in such intellectual property rights to be registered by Borrower's obligations hereunder; (iii) upon the request of Bank, Borrowers either deliver to Bank or file such documents simultaneously with the filing of any such applications or registrations; (iv) upon filing any such applications or registrations, promptly provide Bank with a copy of such applications or registrations together with any exhibits, evidence of the filing of any documents requested by Bank to be filed for Bank to maintain the perfection and priority of its security interest in such intellectual property rights, and the date of such filing.
(c) Borrower shall execute and deliver such additional instruments and documents from time to time as Lender Bank shall reasonably request to perfect Lender's and maintain the perfection and priority of Bank’s security interest in the Intellectual Property Collateral.
(cd) Borrowers Borrower shall (i) protect, defend and maintain the validity and enforceability of the trade secrets, Trademarks, Patents and Copyrights unless Borrowers (other than those which have obtained the prior written consent of Lender that no such action is necessaryvalue or only de minimis value), which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i(ii) shall be deemed use commercially reasonable efforts to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability detect infringements of the Trademarks, Patents and Copyrights if Borrowers (other than those which have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower, (iino value or only de minimis value) use their best efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise Lender Bank in writing of material infringements detected and (iii) not allow any material Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of LenderBank, which shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture withheld or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrowerdelayed.
(de) Subject to attorney-client privilege, Agent may audit Borrowers' Intellectual Property Collateral to confirm compliance with this Section, provided that Borrowers shall not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers and Lender. Lender Bank shall have the right, but not the obligation, to take, at Borrowers' Borrower’s sole expense, any actions that Borrowers are Borrower is required under this Section 6.8 to take but which any Borrower fails to take, after fifteen (15) 15 days' ’ notice to BorrowersBorrower. Borrowers Borrower shall reimburse and indemnify Lender Bank for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this SectionSection 6.8.
Appears in 3 contracts
Samples: Loan and Security Agreement, Loan and Security Agreement (Trupanion Inc.), Loan and Security Agreement (Trupanion Inc.)
Registration of Intellectual Property Rights. (a) Each Without limiting the terms of subsection (b) below, Borrower shall register within the period required by Section 6(h) of the Schedule, give Lender written notice of any applications or cause registrations it files or obtains with respect to Intellectual Property filed with the United States Patent and Trademark Office, including the date of any such filing and the registration or application numbers, if any.
(b) Borrower shall (i) give Lender within the period required by Section 6(h) of the Schedule, notice of the filing of any applications or registrations with the United States Copyright Office, including the title of such intellectual property rights registered, as such title appears on such applications or registrations, and the date such applications or registrations were filed; (ii) promptly upon the request of Lender, execute such documents as Lender may reasonably request for Lender to maintain its perfection in the Intellectual Property rights to be registered on an expedited basis by Borrower; (iii) upon the request of Lender, either deliver to the extent not already registered) Lender or file such documents with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: ; (iiv) those Copyrights listed on Exhibit A to promptly upon the Intellectual Property Security Agreement identified by Lender as material and those intellectual property rights listed on Exhibits B and C to the Intellectual Property Security Agreement delivered to Lender by each Borrower in connection with this Agreement, within thirty (30) days request of the date of this Agreement, (ii) all registrable Trademarks and Patents any Borrower has developed as of the date of this Agreement which are material to any Borrower's business as currently operated and as contemplated to be operated and which have not yet been registered and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registered, in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark or Copyright as material after the date of this Agreement, Borrower shall have thirty (30) days from the date of such determination to cause such Patents, Trademarks or Copyrights to be registered on an expedited basis, and (iii) those additional intellectual property rights developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by Lender, prior to the sale or licensing provide Lender with a copy of such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Borrowers shall give Agent written notice of all such applications or registrations within five (5) days thereof.
(b) In connection together with Borrower's obligations hereunderany exhibits, Borrowers shall execute evidence of the filing of any documents requested by Lender to be filed for Lender to maintain the perfection and deliver such additional instruments and documents from time to time as Lender shall reasonably request to perfect Lender's priority of its security interest in the such Intellectual Property Collateralrights.
(c) Borrowers Borrower shall use commercially reasonable efforts to (i) protect, defend and maintain the validity and enforceability of the Trademarks, Patents and Copyrights unless Borrowers have obtained the prior written consent of Lender Intellectual Property that no such action is necessary, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i) shall be deemed material to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower, (ii) use their best efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or CopyrightIntellectual Property, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise Lender in writing of infringements detected and (iii) not allow any Trademarks, Patents or Copyrights material Intellectual Property that is material to Borrower to be abandoned, forfeited or dedicated to the public without the written consent of Lender, which shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower.
(d) Subject to attorney-client privilege, Agent may audit Borrowers' Intellectual Property Collateral to confirm compliance with this Section, provided that Borrowers shall not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers and Lender. Lender shall have the right, but not the obligation, to take, at Borrowers' Borrower’s sole expense, any actions that Borrowers are Borrower is required under this Section 5.8 to take but which any Borrower fails to take, after fifteen (15) 15 days' ’ notice to BorrowersBorrower. Borrowers Borrower shall reimburse and indemnify Lender for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this Section.
Appears in 3 contracts
Samples: Loan and Security Agreement, Loan and Security Agreement (Cardlytics, Inc.), Loan and Security Agreement (Cardlytics, Inc.)
Registration of Intellectual Property Rights. (a) Each Borrower shall register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: the case may be, those registrable intellectual property rights now owned or hereafter developed or acquired by Borrower, to the extent that Borrower, in its reasonable business judgment, deems it appropriate to so protect such intellectual property rights.
(b) Borrower shall give Bank written notice in accordance with Section 6.2(viii) of any applications or registrations of intellectual property rights filed with the United States Patent and Trademark Office and United States Copyright Office, including the date of such filing and the registration or application numbers, if any.
(c) Borrower shall (i) those Copyrights listed on Exhibit A to the Intellectual Property Security Agreement identified by Lender as material and those intellectual property rights listed on Exhibits B and C to the Intellectual Property Security Agreement delivered to Lender by each Borrower in connection with this Agreement, within give Bank not less than thirty (30) days prior written notice of the filing of any applications or registrations with the United States Copyright Office, including the title of such intellectual property rights to be registered, as such title will appear on such applications or registrations, and the date of this Agreement, such applications or registrations will be filed; (ii) all registrable Trademarks and Patents prior to the filing of any Borrower has developed such applications or registrations, execute such documents as Bank may reasonably request for Bank to maintain its perfection in such intellectual property rights to be registered by Borrower; (iii) upon the request of Bank, either deliver to Bank or file such documents simultaneously with the filing of any such applications or registrations; (iv) upon filing any such applications or registrations, promptly provide Bank with a copy of such applications or registrations together with any exhibits, evidence of the date filing of this Agreement which are material to any Borrower's business as currently operated and as contemplated documents requested by Bank to be operated filed for Bank to maintain the perfection and which have not yet been registered priority of its security interest in such intellectual property rights, and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registered, in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark or Copyright as material after the date of this Agreement, Borrower shall have thirty (30) days from the date of such determination to cause such Patents, Trademarks or Copyrights to be registered on an expedited basis, and (iii) those additional intellectual property rights developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by Lender, prior to the sale or licensing of such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Borrowers shall give Agent written notice of all such applications or registrations within five (5) days thereoffiling.
(bd) In connection with Borrower's obligations hereunder, Borrowers shall execute and deliver such additional instruments and documents from time to time as Lender shall reasonably request to perfect Lender's security interest in the Intellectual Property Collateral.
(c) Borrowers Borrower shall (i) protect, defend and maintain the validity and enforceability of the Trademarks, Patents Patents, Copyrights, and Copyrights unless Borrowers have obtained the prior written consent of Lender that no such action is necessarytrade secrets, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i(ii) shall be deemed use commercially reasonable efforts to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability detect infringements of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower, (ii) use their best efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise Lender Bank in writing of material infringements detected and (iii) not allow any material Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of LenderBank, which shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture withheld or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrowerdelayed.
(d) Subject to attorney-client privilege, Agent may audit Borrowers' Intellectual Property Collateral to confirm compliance with this Section, provided that Borrowers shall not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers and Lender. Lender shall have the right, but not the obligation, to take, at Borrowers' sole expense, any actions that Borrowers are required under this Section to take but which any Borrower fails to take, after fifteen (15) days' notice to Borrowers. Borrowers shall reimburse and indemnify Lender for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this Section.
Appears in 3 contracts
Samples: Loan and Security Agreement (Northern Power Systems Corp.), Loan and Security Agreement (Wind Power Holdings Inc), Loan and Security Agreement (Wind Power Holdings Inc)
Registration of Intellectual Property Rights. (a) Each Borrower shall register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: the case may be, those registrable intellectual property rights now owned or hereafter developed or acquired by Borrower, to the extent that Borrower, in its reasonable business judgment, deems it appropriate to so protect such intellectual property rights.
(b) Borrower shall promptly give Bank written notice of any applications or registrations of intellectual property rights filed with the United States Patent and Trademark Office, including the date of such filing and the registration or application numbers, if any.
(c) Borrower shall (i) those Copyrights listed on Exhibit A to the Intellectual Property Security Agreement identified by Lender as material and those intellectual property rights listed on Exhibits B and C to the Intellectual Property Security Agreement delivered to Lender by each Borrower in connection with this Agreement, within give Bank not less than thirty (30) days prior written notice of the filing of any applications or registrations with the United States Copyright Office, including the title of such intellectual property rights to be registered, as such title will appear on such applications or registrations, and the date of this Agreement, such applications or registrations will be filed; (ii) all registrable Trademarks and Patents prior to the filing of any Borrower has developed such applications or registrations, execute such documents as Bank may reasonably request for Bank to maintain its perfection in such intellectual property rights to be registered by Borrower; (iii) upon the request of Bank, either deliver to Bank or file such documents simultaneously with the filing of any such applications or registrations; (iv) upon filing any such applications or registrations, promptly provide Bank with a copy of such applications or registrations together with any exhibits, evidence of the date filing of this Agreement which are material to any Borrower's business as currently operated and as contemplated documents requested by Bank to be operated filed for Bank to maintain the perfection and which have not yet been registered priority of its security interest in such intellectual property rights, and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registered, in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark or Copyright as material after the date of this Agreement, Borrower shall have thirty (30) days from the date of such determination to cause such Patents, Trademarks or Copyrights to be registered on an expedited basis, and (iii) those additional intellectual property rights developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by Lender, prior to the sale or licensing of such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Borrowers shall give Agent written notice of all such applications or registrations within five (5) days thereoffiling.
(bd) In connection with Borrower's obligations hereunder, Borrowers Borrower shall execute and deliver such additional instruments and documents from time to time as Lender Bank shall reasonably request to perfect Lender's and maintain the perfection and priority of Bank’s security interest in the Intellectual Property Collateral.
(ce) Borrowers Borrower shall use commercially reasonably efforts to (i) protect, defend and maintain the validity and enforceability of the Trademarks, Patents Patents, Copyrights, and Copyrights unless Borrowers have obtained the prior written consent of Lender that no such action is necessarytrade secrets, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i(ii) shall be deemed to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability detect infringements of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower, (ii) use their best efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise Lender Bank in writing of material infringements detected and (iii) not allow any material Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of LenderBank, which shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower.
(df) Subject to attorney-client privilege, Agent Bank may audit Borrowers' Borrower’s Intellectual Property Collateral to confirm compliance with this SectionSection 6.8, provided that Borrowers shall such audit may not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers occur more often than twice per year, unless an Event of Default has occurred and Lenderis continuing. Lender Bank shall have the right, but not the obligation, to take, at Borrowers' Borrower’s sole expense, any actions that Borrowers are Borrower is required under this Section 6.8 to take but which any Borrower fails to take, after fifteen (15) days' ’ notice to BorrowersBorrower. Borrowers Borrower shall reimburse and indemnify Lender Bank for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this SectionSection 6.8.”
26. Until the OrbiMed Satisfaction Date, Section 6.9 of the Agreement hereby is amended and restated in its entirety to read as follows:
Appears in 3 contracts
Samples: Loan and Security Agreement (Natera, Inc.), Loan and Security Agreement (Natera, Inc.), Loan and Security Agreement (Natera, Inc.)
Registration of Intellectual Property Rights. (a) Each Borrower shall register promptly (i) give Bank written notice of any applications or cause to be registered on an expedited basis (registrations of intellectual property rights which are material to the extent not already registered) conduct of Borrower’s business filed with the United States Copyright Office and/or with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: (i) those Copyrights listed on Exhibit A to the Intellectual Property Security Agreement identified by Lender as material and those intellectual property rights listed on Exhibits B and C to the Intellectual Property Security Agreement delivered to Lender by each Borrower in connection with this Agreement, within thirty (30) days of the date of this Agreement, (ii) all registrable Trademarks and Patents any Borrower has developed as of the date of this Agreement which are material to any Borrower's business as currently operated and as contemplated to be operated and which have not yet been registered and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registered, in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark or Copyright as material after the date of this Agreement, Borrower shall have thirty (30) days from including the date of such determination filing and the registration or application numbers, if any, execute such documents as Bank may reasonably request for Bank to cause maintain its perfection in such Patents, Trademarks or Copyrights intellectual property rights to be registered on an expedited basisby Borrower; (ii) upon the request of Bank, and either deliver to Bank or file such documents simultaneously with the filing of any such applications or registrations; (iii) those additional intellectual property rights developed upon filing any such applications or acquired by any Borrower from time to time registrations, promptly (unless alternative timing is specified in connection Section 6.2) provide Bank with any product or service and reasonably deemed material by Lender, prior to the sale or licensing a copy of such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Borrowers shall give Agent written notice of all such applications or registrations within five (5) days thereoftogether with any exhibits, evidence of the filing of any documents requested by Bank to be filed for Bank to maintain the perfection and priority of its security interest in such intellectual property rights, and the date of such filing.
(b) In connection with Borrower's obligations hereunder, Borrowers Borrower shall execute and deliver such additional instruments and documents from time to time as Lender Bank shall reasonably request to perfect Lender's and maintain the perfection and priority of Bank’s security interest in the Intellectual Property Collateral.
(c) Borrowers Borrower shall (i) use commercially reasonable efforts to protect, defend and maintain the validity and enforceability of the Trademarks, Patents Patents, Copyrights, and Copyrights unless Borrowers have obtained the prior written consent of Lender that no such action is necessary, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i) shall be deemed trade secrets owned by or exclusively licensed to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower, (ii) use their best commercially reasonable efforts to detect infringements of the Trademarks, Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise Lender Bank in writing of material infringements detected and (iii) not allow any material Trademarks, Patents or Copyrights owned by Borrower to be abandoned, forfeited or dedicated to the public without the written consent of LenderBank, which shall not be unreasonably withheld; provided, howeverin each case, that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice the extent such Trademarks, Patents, Copyrights and trade secrets are material to Agent the conduct of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower’s business.
(d) Subject to attorney-client privilege, Agent Bank may audit Borrowers' Borrower’s Intellectual Property Collateral as set forth in Section 4.3, to confirm compliance with Section 6.2 and this Section, provided that Borrowers shall not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers and LenderSection 6.8. Lender Bank shall have the right, but not the obligation, to take, at Borrowers' Borrower’s sole expense, any actions that Borrowers are Borrower is required under this Section 6.8 to take but which any Borrower fails to take, after fifteen (15) days' ’ notice to BorrowersBorrower. Borrowers Borrower shall (a) reimburse and indemnify Lender Bank for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this SectionSection 6.8 solely to the extent such costs and expenses constitute Bank Expenses and (b) indemnify Bank to the extent provided for in Section 13.2.
Appears in 2 contracts
Samples: Loan and Security Agreement (CS Disco, Inc.), Loan and Security Agreement (CS Disco, Inc.)
Registration of Intellectual Property Rights. If an Event of Default has occurred, upon Bank's reasonable request, Borrower shall do all of the following:
(a) Each Borrower shall register Register or cause to be registered on an expedited basis (to the extent not already registeredregistered and to the extent commercially viable) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: (i) those Copyrights listed on Exhibit A to the Intellectual Property Security Agreement identified by Lender as material and , those intellectual property rights listed on Exhibits A, B and C to the Intellectual Property Security Agreement delivered to Lender Bank by each Borrower in connection with this Agreement, Agreement within thirty (30) days of the date of this Agreement. Borrower shall, (ii) on an expedited basis, register or cause to be registered with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, and notify Bank of, all registrable Trademarks and Patents any registerable intellectual property rights Borrower has developed as of the date of this Agreement which are material but heretofore failed to any Borrower's business as currently operated register and as contemplated to be operated and which have not yet been registered and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registered, in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark or Copyright as material after the date of this Agreement, give Bank notice thereof. Borrower shall have thirty (30) days from the date of such determination to register or cause such Patents, Trademarks or Copyrights to be registered on an expedited basiswith the United States Patent and Trademark Office or the United States Copyright Office, as applicable, and (iii) notify Bank of those additional intellectual property rights developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by Lender, prior to the sale or licensing of such product or the rendering of such service to any third party, party and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Borrowers ) and shall give Agent written Bank notice of all such applications or registrations within five (5) days thereof.;
(b) In connection with Borrower's obligations hereunder, Borrowers shall execute Execute and deliver such additional instruments and documents from time to time as Lender Bank shall reasonably request to perfect LenderBank's security interest in the Intellectual Property Collateral.;
(c) Borrowers Borrower shall (i) protect, defend and maintain the validity and enforceability of the Trademarks, Patents and Copyrights unless Borrowers have obtained the prior written consent of Lender that no such action is necessaryCopyrights, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i(ii) shall be deemed use its best efforts to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability detect infringements of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower, (ii) use their best efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise Lender Bank in writing of material infringements detected and (iii) not allow any material Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of LenderBank, which shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower.
(d) Subject to attorney-client privilege, Agent Bank may audit Borrowers' Borrower's Intellectual Property Collateral to confirm compliance with this SectionSection 6.11, provided that Borrowers shall such audit may not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers occur more often than once per year, unless an Event of Default has occurred and Lenderis continuing. Lender Bank shall have the right, but not the obligation, to take, at Borrowers' Borrower's sole expense, any actions that Borrowers are Borrower is required under this Section 6.11 to take but which any Borrower fails to take, after fifteen (15) days' notice to BorrowersBorrower. Borrowers Borrower shall reimburse and indemnify Lender Bank for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this SectionSection 6.11.
(e) Borrower shall within twenty-five (25) days of the last day of each fiscal quarter, deliver to Bank in form and substance satisfactory to Bank a report signed by Borrower, in form reasonably acceptable to Bank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower's intellectual property, including but not limited to any subsequent ownership right of Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the Intellectual Property Security Agreement delivered to Bank by each Borrower in connection with this Agreement
Appears in 2 contracts
Samples: Loan and Security Agreement (Ilx Lightwave Corp), Loan and Security Agreement (Ilx Lightwave Corp)
Registration of Intellectual Property Rights. (a) Each Borrower shall register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as the case may be, those registrable intellectual property rights now owned or hereafter developed or acquired by Borrower, to the extent that Borrower, in its reasonable business judgment, deems it appropriate to so protect such intellectual property rights.
(b) Borrower shall provide Bank written notice of any applications or registrations of intellectual property rights filed with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: , including the date of such filing and the registration or application numbers, (i) those Copyrights listed on Exhibit A with respect to any filings with the Intellectual Property Security Agreement identified by Lender as material United States Patent and those intellectual property rights listed on Exhibits B and C to the Intellectual Property Security Agreement delivered to Lender by each Borrower in connection with this AgreementTrademark Office, within thirty (30) days of the date of this Agreementeach fiscal quarter-end, and (ii) all registrable Trademarks and Patents any Borrower has developed as of the date of this Agreement which are material with respect to any Borrower's business as currently operated and as contemplated to be operated and which have not yet been registered and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registeredfilings with the United States Copyright Office, in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark or Copyright as material after the date of this Agreement, Borrower shall have thirty (30) days from the date of such determination to cause such Patents, Trademarks or Copyrights to be registered on an expedited basis, and (iii) those additional intellectual property rights developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by Lender, prior to the sale or licensing of such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Borrowers shall give Agent written notice of all such applications or registrations within five (5) days thereofof any such filing.
(bc) In connection Borrower shall (i) give Bank written notice, as required pursuant to Section 6.2(a)(vii), of the filing of any applications or registrations with the United States Copyright Office, including the title of such intellectual property rights to be registered, as such title appears on such applications or registrations, and the date such applications or registrations are filed; (ii) execute such documents as Bank may reasonably request for Bank to maintain its perfection in such intellectual property rights to be registered by Borrower's obligations hereunder; (iii) upon the request of Bank, Borrowers either deliver to Bank or file such documents simultaneously with the filing of any such applications or registrations; and (iv) upon filing any such applications or registrations, promptly provide Bank with a copy of such applications or registrations together with any exhibits, evidence of the filing of any documents requested by Bank to be filed for Bank to maintain the perfection and priority of its security interest in such intellectual property rights, and the date of such filing.
(d) Borrower shall execute and deliver such additional instruments and documents from time to time as Lender Bank shall reasonably request to perfect Lender's and maintain the perfection and priority of Bank’s security interest in the Intellectual Property Collateral.
(ce) Borrowers Borrower shall use commercially reasonable efforts in its reasonable business judgment to (i) protect, defend and maintain the validity and enforceability of the trade secrets, Trademarks, Patents and Copyrights unless Borrowers have obtained the prior written consent of Lender that no such action is necessaryare material to its business, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i(ii) shall be deemed to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability detect infringements of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need that are material to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower, (ii) use their best efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect its business and promptly advise Lender Bank in writing of material infringements detected and (iii) not allow any material Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of LenderBank, which shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower.
(df) Subject to attorney-client privilege, Agent Bank may audit Borrowers' Borrower’s Intellectual Property Collateral to confirm compliance with this SectionSection 6.8, provided that Borrowers shall such audit may not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers occur more often than twice per year, unless an Event of Default has occurred and Lenderis continuing. Lender Bank shall have the right, but not the obligation, to take, at Borrowers' Borrower’s sole expense, any actions that Borrowers are Borrower is required under this Section 6.8 to take but which any Borrower fails to take, after fifteen (15) days' ’ notice to BorrowersBorrower. Borrowers Borrower shall reimburse and indemnify Lender Bank for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this SectionSection 6.8.
Appears in 2 contracts
Samples: Loan and Security Agreement (NTN Buzztime Inc), Loan and Security Agreement (NTN Buzztime Inc)
Registration of Intellectual Property Rights. (a) Each Borrower shall register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: (i) those Copyrights listed on Exhibit A to the Intellectual Property Security Agreement identified by Lender as material and those intellectual property rights listed on Exhibits A, B and C to the Intellectual Property Security Agreement delivered to Lender Bank by each Borrower in connection with this Agreement, within thirty (30) days of the date of this Agreement, (ii) all registrable Trademarks and Patents any registerable intellectual property rights Borrower has developed as of the date of this Agreement which are material but heretofore failed to any Borrower's business as currently operated and as contemplated to be operated and which have not yet been registered and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registeredregister, in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark or Copyright as material after the date of this Agreement, Borrower shall have thirty (30) days from the date of such determination to cause such Patents, Trademarks or Copyrights to be registered on an expedited basis, and (iii) those additional intellectual property rights developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by Lenderproduct, prior to the sale or licensing of such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Borrowers Borrower shall give Agent written Bank notice of all such applications or registrations within five (5) days thereofregistrations.
(b) In connection with Borrower's obligations hereunder, Borrowers Borrower shall execute and deliver such additional instruments and documents from time to time as Lender Bank shall reasonably request to perfect LenderBank's security interest in the Intellectual Property Collateral.
(c) Borrowers Borrower shall (i) protect, defend and maintain the validity and enforceability of the Trademarks, Patents and Copyrights unless Borrowers have obtained the prior written consent of Lender that no such action is necessaryCopyrights, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i(ii) shall be deemed use its best efforts to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability detect infringements of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower, (ii) use their best efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise Lender Bank in writing of material infringements detected and (iii) not allow any material Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of LenderBank, which shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower.
(d) Subject to attorney-client privilege, Agent Bank may audit Borrowers' Borrower's Intellectual Property Collateral to confirm compliance with this SectionSection 6.13, provided that Borrowers shall such audit may not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers occur more often than once per year, unless an Event of Default has occurred and Lenderis continuing. Lender Bank shall have the right, but not the obligation, to take, at Borrowers' Borrower's sole expense, any actions that Borrowers are Borrower is required under this Section 6.13 to take but which any Borrower fails to take, after fifteen (15) days' notice to BorrowersBorrower. Borrowers Borrower shall reimburse and indemnify Lender Bank for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this SectionSection 6.13.
Appears in 2 contracts
Samples: Loan and Security Agreement (Novatel Wireless Inc), Loan and Security Agreement (Videonics Inc)
Registration of Intellectual Property Rights. (a) Each Borrower shall register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: (i) the case may be, those Copyrights listed on Exhibit A to the Intellectual Property Security Agreement identified by Lender as material and those registrable intellectual property rights listed on Exhibits B and C now owned or hereafter developed or acquired by Borrower, to the Intellectual Property Security Agreement delivered extent that Borrower, in its reasonable business judgment, deems it appropriate to Lender by each so protect such intellectual property rights.
(b) Borrower shall promptly, but in connection with this Agreement, any event within thirty (30) days after filing, give Agent written notice of any applications or registrations of intellectual property rights filed with the United States Patent and Trademark Office, including the date of this Agreementsuch filing and the registration or application numbers, if any.
(iic) all registrable Trademarks and Patents Borrower shall (i) promptly, but in any Borrower has developed as of the date of this Agreement which are material to any Borrower's business as currently operated and as contemplated to be operated and which have not yet been registered and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registered, in each case event within thirty (30) days after filing, give Agent written notice of the date filing of this Agreement; providedany applications or registrations with the United States Copyright Office, howeverincluding the title of such intellectual property rights to be registered, that in the event Lender identifies any Patentas such title will appear on such applications or registrations, Trademark or Copyright as material after and the date of this Agreementsuch applications or registrations will be filed; (ii) promptly, Borrower shall have but in any event within thirty (30) days from after filing, execute such documents as Agent may reasonably request for Agent to maintain its perfection in such intellectual property rights to be registered by Borrower; (iii) upon the request of Agent, either deliver to Agent or file such documents promptly, but in any event within thirty (30) days after filing any such applications or registrations with the United States Copyright Office; (iv) promptly, but in any event within thirty (30) days after filing, provide Agent with a copy of such applications or registrations together with any exhibits, evidence of the filing of any documents requested by Agent to be filed for Agent to maintain the perfection and priority of its security interest in such intellectual property rights, and the date of such determination to cause such Patents, Trademarks or Copyrights to be registered on an expedited basis, and (iii) those additional intellectual property rights developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by Lender, prior to the sale or licensing of such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Borrowers shall give Agent written notice of all such applications or registrations within five (5) days thereoffiling.
(bd) In connection with Borrower's obligations hereunder, Borrowers Borrower shall execute and deliver such additional instruments and documents from time to time as Lender Agent shall reasonably request to perfect Lender's and maintain the perfection and priority of Agent’s security interest in the Intellectual Property Collateral.
(ce) Borrowers Borrower shall use commercially reasonably efforts to (i) protect, defend and maintain the validity and enforceability of the TrademarksBorrower’s trademarks, Patents patents, copyrights, and Copyrights unless Borrowers have obtained the prior written consent of Lender that no such action is necessary, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i) shall be deemed to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrowertrade secrets, (ii) use their best efforts to detect infringements of the Patents copyrights, trademarks and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect patents and promptly advise Lender Agent in writing of material infringements detected and (iii) not allow any Trademarksmaterial copyrights, Patents or Copyrights trademarks and patents to be abandoned, forfeited or dedicated to the public without the written consent of LenderAgent, which shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower.
(df) Subject to attorney-client privilege, Agent may audit Borrowers' Borrower’s Intellectual Property Collateral to confirm compliance with this SectionSection 6.8. Notwithstanding the foregoing, provided that Borrowers unless an Event of Default has occurred and is continuing, the Loan Parties’ shall not only be obligated to provide any information that could reasonably be expected to interfere with or impair its position reimburse Agent for one (1) such Intellectual Property Collateral audit in the pending litigation between Borrowers and Lendereach calendar year. Lender Agent shall have the right, but not the obligation, to take, at Borrowers' Borrower’s sole expense, any actions that Borrowers are Borrower is required under this Section 6.8 to take but which any Borrower fails to take, after fifteen (15) days' ’ notice to BorrowersBorrower. Borrowers Borrower shall reimburse and indemnify Lender Agent for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this SectionSection 6.8.
Appears in 2 contracts
Samples: Loan and Security Agreement (Cue Health Inc.), Loan and Security Agreement (Cue Health Inc.)
Registration of Intellectual Property Rights. (a) Each Borrower shall register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: (i) the case may be, those Copyrights listed on Exhibit A to the Intellectual Property Security Agreement identified by Lender as material and those registrable intellectual property rights listed on Exhibits B and C to the Intellectual Property Security Agreement delivered to Lender by each Borrower in connection with this Agreement, within thirty (30) days of the date of this Agreement, (ii) all registrable Trademarks and Patents any Borrower has developed as of the date of this Agreement which are material to any Borrower's business as currently operated and as contemplated to be operated and which have not yet been registered and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registered, in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark now owned or Copyright as material after the date of this Agreement, Borrower shall have thirty (30) days from the date of such determination to cause such Patents, Trademarks or Copyrights to be registered on an expedited basis, and (iii) those additional intellectual property rights hereafter developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by LenderBorrower, prior to the sale or licensing of extent that Borrower, in its reasonable business judgment, deems it appropriate to so protect such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Borrowers shall give Agent written notice of all such applications or registrations within five (5) days thereofrights.
(b) In connection with Borrower's obligations hereunderBorrower shall, Borrowers shall execute and deliver such additional instruments and documents from time to time as Lender shall reasonably request to perfect Lender's security interest in the Intellectual Property Collateralthen-next Compliance Certificate, give Bank written notice of any applications or registrations of intellectual property rights filed with the United States Patent and Trademark Office, including the date of such filing and the registration or application numbers, if any.
(c) Borrowers Borrower shall give Bank prompt written notice of the filing of any applications or registrations with the United States Copyright Office, including the title of such intellectual property rights to be registered, as such title will appear on such applications or registrations, and the date such applications or registrations will be filed.
(d) Borrower shall (i) protect, defend and maintain the validity and enforceability of the Trademarks, Patents Patents, Copyrights, and Copyrights unless Borrowers trade secrets that have obtained the prior written consent of Lender that no such action is necessaryany material value, which consent shall not be unreasonably withheld; provided(ii) subject to any applicable attorney-client privilege, however, that no breach of this Section 6.9(c)(i) shall be deemed use commercially reasonable efforts to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability detect infringements of the Trademarks, Patents and Copyrights if Borrowers that have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower, (ii) use their best efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect material value and promptly advise Lender Bank in writing of material infringements detected and detected, (iii) not allow any Trademarks, Patents or Copyrights that are material to the business of Borrower and its Subsidiaries to be abandoned, forfeited or dedicated to the public without the written consent of LenderBank, which shall not be unreasonably withheld; providedwithheld and (iv) require all employees, howeverconsultants, that no breach and contractors of this Section 6.9(c)(iii) shall be deemed each Loan Party who were involved in the creation or development of such Intellectual Property to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent sign agreements containing assignment of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public Intellectual Property rights and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness obligations of Lender's response will depend on Agent having sufficiently timely notice from Borrowerconfidentiality.
(de) Subject to attorney-client privilege, Agent may audit Borrowers' Intellectual Property Collateral to confirm Each Loan Party's use of Open Source Software shall be (i) in full compliance with this Sectionthe terms of each applicable open source license and (ii) in a manner that does not require or condition the use or distribution of any Loan Party's proprietary software on the disclosure, provided that Borrowers shall not be obligated licensing, or distribution of any source code for any portion of the proprietary software, or otherwise impose an obligation to provide disclose or distribute any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers and Lender. Lender shall have the right, but not the obligation, to take, at Borrowers' sole expense, any actions that Borrowers are required under this Section to take but which any Borrower fails to take, after fifteen (15) days' notice to Borrowers. Borrowers shall reimburse and indemnify Lender for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this Sectionproprietary software on a royalty-free basis.
Appears in 2 contracts
Samples: Loan and Security Agreement (IsoPlexis Corp), Loan and Security Agreement (PhenomeX Inc.)
Registration of Intellectual Property Rights. (a) Each Borrower Obligor shall register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: (i) the case may be, those Copyrights listed on Exhibit A to the Intellectual Property Security Agreement identified by Lender as material and those registrable intellectual property rights listed on Exhibits B and C to the Intellectual Property Security Agreement delivered to Lender by each Borrower in connection with this Agreement, within thirty (30) days of the date of this Agreement, (ii) all registrable Trademarks and Patents any Borrower has developed as of the date of this Agreement which are material to any Borrower's business as currently operated and as contemplated to be operated and which have not yet been registered and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registered, in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark now owned or Copyright as material after the date of this Agreement, Borrower shall have thirty (30) days from the date of such determination to cause such Patents, Trademarks or Copyrights to be registered on an expedited basis, and (iii) those additional intellectual property rights hereafter developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by Lendersuch Obligor, prior to the sale or licensing of extent that such product or the rendering of Obligor, in its reasonable business judgment, deems it appropriate to so protect such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Borrowers shall give Agent written notice of all such applications or registrations within five (5) days thereofrights.
(b) In connection Borrower shall promptly give Bank written notice of any applications or registrations of intellectual property rights filed with Borrower's obligations hereunderthe United States Patent and Trademark Office, Borrowers including the date of such filing and the registration or application numbers, if any, in each case, in accordance with Section 6.2(viii).
(c) Borrower shall (i) give Bank not less than 10 days prior written notice of the filing by any Obligor of any applications or registrations with the United States Copyright Office, including the title of such intellectual property rights to be registered, as such title will appear on such applications or registrations, and the date such applications or registrations will be filed; (ii) prior to the filing of any such applications or registrations, execute, or cause the applicable Affiliate Guarantor to execute, such documents as Bank may reasonably request for Bank to maintain its perfection in such intellectual property rights to be registered by such Obligor; (iii) upon the request of Bank, either deliver to Bank or file such documents simultaneously with the filing of any such applications or registrations; (iv) upon filing any such applications or registrations, promptly provide Bank with a copy of such applications or registrations together with any exhibits, evidence of the filing of any documents requested by Bank to be filed for Bank to maintain the perfection and priority of its security interest in such intellectual property rights, and the date of such filing.
(d) Each Obligor shall execute and deliver such additional instruments and documents from time to time as Lender Bank shall reasonably request to perfect Lender's and maintain the perfection and priority of Bank’s security interest in the Intellectual Property Collateral.
(ce) Borrowers Each Obligor shall use commercially reasonably efforts to (i) protect, defend and maintain the validity and enforceability of the Trademarks, Patents Patents, Copyrights, and Copyrights unless Borrowers have obtained the prior written consent of Lender that no such action is necessarytrade secrets, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i(ii) shall be deemed to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability detect infringements of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower, (ii) use their best efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise Lender Bank in writing of material infringements detected and (iii) not allow any material Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of LenderBank, which shall not be unreasonably withheld; providedprovided that the foregoing requirements shall not apply to any Trademarks, howeverPatents, Copyrights, or trade secrets to the extent that no breach Borrower has determined in good faith that the benefit of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent any of the need to take action so as to avoid any foregoing actions would be outweighed by the cost and expense of taking such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borroweraction.
(df) Subject to attorney-client privilege, Agent Bank may audit Borrowers' an Obligor’s Intellectual Property Collateral to confirm compliance with this SectionSection 6.8, provided that Borrowers shall such audit may not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers occur more often than once per year, unless an Event of Default has occurred and Lenderis continuing. Lender Bank shall have the right, but not the obligation, to take, at Borrowers' Borrower’s sole expense, any actions that Borrowers are an Obligor is required under this Section 6.8 to take but which any Borrower such Obligor fails to take, after fifteen (15) 15 days' ’ notice to BorrowersBorrower. Borrowers Borrower shall reimburse and indemnify Lender Bank for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this SectionSection 6.8.
Appears in 2 contracts
Samples: Loan and Security Agreement (Max International Inc), Loan and Security Agreement (Max International Inc)
Registration of Intellectual Property Rights. (a) Each Borrower Borrowers shall register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: (i) the case may be, those Copyrights listed on Exhibit A to the Intellectual Property Security Agreement identified by Lender as material and those registrable intellectual property rights listed on Exhibits B and C to the Intellectual Property Security Agreement delivered to Lender by each Borrower in connection with this Agreement, within thirty (30) days of the date of this Agreement, (ii) all registrable Trademarks and Patents any Borrower has developed as of the date of this Agreement which are material to any Borrower's business as currently operated and as contemplated to be operated and which have not yet been registered and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registered, in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark now owned or Copyright as material after the date of this Agreement, Borrower shall have thirty (30) days from the date of such determination to cause such Patents, Trademarks or Copyrights to be registered on an expedited basis, and (iii) those additional intellectual property rights hereafter developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by LenderBorrowers, prior to the sale or licensing of extent that Borrowers, in their reasonable business judgment, deem it appropriate to so protect such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Borrowers shall give Agent written notice of all such applications or registrations within five (5) days thereofrights.
(b) In connection Borrowers shall promptly give Bank written notice of any applications or registrations of intellectual property rights filed with Borrower's obligations hereunderthe United States Patent and Trademark Office, including the date of such filing and the registration or application numbers, if any.
(c) Borrowers shall (i) give Bank not less than 30 days prior written notice of the filing of any applications or registrations with the United States Copyright Office, including the title of such intellectual property rights to be registered, as such title will appear on such applications or registrations, and the date such applications or registrations will be filed; (ii) prior to the filing of any such applications or registrations, execute such documents as Bank may reasonably request for Bank to maintain its perfection in such intellectual property rights to be registered by Borrowers; (iii) upon the request of Bank, either deliver to Bank or file such documents simultaneously with the filing of any such applications or registrations; (iv) upon filing any such applications or registrations, promptly provide Bank with a copy of such applications or registrations together with any exhibits, evidence of the filing of any documents requested by Bank to be filed for Bank to maintain the perfection and priority of its security interest in such intellectual property rights, and the date of such filing.
(d) Borrowers shall execute and deliver such additional instruments and documents from time to time as Lender Bank shall reasonably request to perfect Lenderand maintain the perfection and priority of Bank's security interest in the Intellectual Property Collateral.
(c) Borrowers shall (i) protect, defend and maintain the validity and enforceability of the Trademarks, Patents and Copyrights unless Borrowers have obtained the prior written consent of Lender that no such action is necessary, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i) shall be deemed to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower, (ii) use their best efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise Lender in writing of infringements detected and (iii) not allow any Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of Lender, which shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower.
(d) Subject to attorney-client privilege, Agent may audit Borrowers' Intellectual Property Collateral to confirm compliance with this Section, provided that Borrowers shall not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers and Lender. Lender shall have the right, but not the obligation, to take, at Borrowers' sole expense, any actions that Borrowers are required under this Section to take but which any Borrower fails to take, after fifteen (15) days' notice to Borrowers. Borrowers shall reimburse and indemnify Lender for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this Section.
Appears in 2 contracts
Samples: Loan and Security Agreement (Convio, Inc.), Loan and Security Agreement (Convio, Inc.)
Registration of Intellectual Property Rights. (a) Each Borrower shall register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: (i) the case may be, those Copyrights listed on Exhibit A to the Intellectual Property Security Agreement identified by Lender as material and those registrable intellectual property rights listed on Exhibits B and C to the Intellectual Property Security Agreement delivered to Lender by each Borrower in connection with this Agreement, within thirty (30) days of the date of this Agreement, (ii) all registrable Trademarks and Patents any Borrower has developed as of the date of this Agreement which are material to any Borrower's business as currently operated and as contemplated to be operated and which have not yet been registered and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registered, in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark now owned or Copyright as material after the date of this Agreement, Borrower shall have thirty (30) days from the date of such determination to cause such Patents, Trademarks or Copyrights to be registered on an expedited basis, and (iii) those additional intellectual property rights hereafter developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by LenderBorrower, prior to the sale or licensing of extent that Borrower, in its reasonable business judgment, deems it appropriate to so protect such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Borrowers shall give Agent written notice of all such applications or registrations within five (5) days thereofrights.
(b) In connection Borrower shall promptly give Bank written notice of any applications or registrations of intellectual property rights filed with the United States Patent and Trademark Office, including the date of such filing and the registration or application numbers, if any.
(c) Borrower shall (i) give Bank not less than 30 days prior written notice of the filing of any applications or registrations with the United States Copyright Office, including the title of such intellectual property rights to be registered, as such title will appear on such applications or registrations, and the date such applications or registrations will be filed; (ii) prior to the filing of any such applications or registrations, execute such documents as Bank may reasonably request for Bank to maintain its perfection in such intellectual property rights to be registered by Borrower's obligations hereunder; (iii) upon the request of Bank, Borrowers either deliver to Bank or file such documents simultaneously with the filing of any such applications or registrations; (iv) upon filing any such applications or registrations, promptly provide Bank with a copy of such applications or registrations together with any exhibits, evidence of the filing of any documents requested by Bank to be filed for Bank to maintain the perfection and priority of its security interest in such intellectual property rights, and the date of such filing.
(d) Borrower shall execute and deliver such additional instruments and documents from time to time as Lender Bank shall reasonably request to perfect Lenderand maintain the perfection and priority of Bank's security interest in the Intellectual Property Collateral.
(ce) Borrowers Borrower shall (i) protect, defend and maintain the validity and enforceability of the trade secrets, Trademarks, Patents and Copyrights unless Borrowers have obtained the prior written consent of Lender that no such action is necessaryCopyrights, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i(ii) shall be deemed use commercially reasonable efforts to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability detect infringements of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower, (ii) use their best efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise Lender Bank in writing of material infringements detected and (iii) not allow any material Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of LenderBank, which shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower.
(df) Subject to attorney-client privilege, Agent Bank may audit Borrowers' Borrower's Intellectual Property Collateral to confirm compliance with this SectionSection 6.8, provided that Borrowers shall such audit may not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers occur more often than twice per year, unless an Event of Default has occurred and Lenderis continuing. Lender Bank shall have the right, but not the obligation, to take, at Borrowers' Borrower's sole expense, any actions that Borrowers are Borrower is required under this Section 6.8 to take but which any Borrower fails to take, after fifteen (15) 15 days' notice to BorrowersBorrower. Borrowers Borrower shall reimburse and indemnify Lender Bank for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this SectionSection 6.8.
Appears in 2 contracts
Samples: Loan and Security Agreement (Iceweb Inc), Loan and Security Agreement (Iceweb Inc)
Registration of Intellectual Property Rights. (a) Each Borrower shall promptly register or cause to be promptly registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: (i) the case may be, those Copyrights listed on Exhibit A to the Intellectual Property Security Agreement identified by Lender as registrable material and those intellectual property rights listed on Exhibits B and C to the Intellectual Property Security Agreement delivered to Lender by each Borrower in connection with this Agreement, within thirty (30) days of the date of this Agreement, (ii) all registrable Trademarks and Patents any Borrower has developed as of the date of this Agreement which are material to any Borrower's business as currently operated and as contemplated to be operated and which have not yet been registered and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registered, in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark now owned or Copyright as material after the date of this Agreement, Borrower shall have thirty (30) days from the date of such determination to cause such Patents, Trademarks or Copyrights to be registered on an expedited basis, and (iii) those additional intellectual property rights hereafter developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by LenderBorrower, prior to the sale or licensing of extent that Borrower, in its reasonable business judgment, deems it appropriate to so protect such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Borrowers shall give Agent written notice of all such applications or registrations within five (5) days thereofrights.
(b) In connection Borrower shall promptly give Bank written notice of any applications or registrations of intellectual property rights filed with the United States Patent and Trademark Office, including the date of such filing and the registration or application numbers, if any.
(c) Borrower shall (i) give Bank not less than 15 days prior written notice of the filing of any applications or registrations with the United States Copyright Office, including the title of such intellectual property rights to be registered, as such title will appear on such applications or registrations, and the anticipated date such applications or registrations will be filed; (ii) prior to the filing of any such applications or registrations, execute such documents as Bank may reasonably request for Bank to maintain its perfection in such intellectual property rights to be registered by Borrower's obligations hereunder; (iii) upon the request of Bank, Borrowers either deliver to Bank or file such documents simultaneously with the filing of any such applications or registrations; (iv) upon filing any such applications or registrations, promptly provide Bank with a copy of such applications or registrations together with any exhibits, evidence of the filing of any documents requested by Bank to be filed for Bank to maintain the perfection and priority of its security interest in such intellectual property rights, and the date of such filing.
(d) Borrower shall execute and deliver such additional instruments and documents from time to time as Lender Bank shall reasonably request to perfect Lender's and maintain the perfection and priority of Bank’s security interest in the Intellectual Property Collateral.
(ce) Borrowers Borrower shall (i) use commercially reasonable efforts to protect, defend and maintain the validity and enforceability of the trade secrets, Trademarks, Patents and Copyrights, (ii) use commercially reasonable efforts to detect infringements of material Trademarks, Patents and Copyrights unless Borrowers have obtained the prior written consent of Lender that no such action is necessary, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i) shall be deemed to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower, (ii) use their best efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise Lender Bank in writing of material infringements detected and (iii) not allow any material Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of LenderBank, which shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower.
(df) Subject to attorney-client privilege, Agent Bank may audit Borrowers' Borrower’s Intellectual Property Collateral to confirm compliance with this SectionSection 6.8, provided that Borrowers shall such audit may not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in occur more often than twice per year (excluding the pending litigation between Borrowers initial audit), unless an Event of Default has occurred and Lenderis continuing. Lender Bank shall have the right, but not the obligation, to take, at Borrowers' Borrower’s sole expense, any actions that Borrowers are Borrower is required under this Section 6.8 to take but which any Borrower fails to take, after fifteen (15) 15 days' ’ notice to BorrowersBorrower. Borrowers Borrower shall reimburse and indemnify Lender Bank for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this SectionSection 6.8.
Appears in 2 contracts
Samples: Loan and Security Agreement, Loan and Security Agreement (Bazaarvoice Inc)
Registration of Intellectual Property Rights. (a) Each Such Borrower shall register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: the case may be, those registrable intellectual property rights now owned or hereafter developed or acquired by such Borrower, to the extent that such Borrower, in its reasonable business judgment, deems it appropriate to so protect such intellectual property rights.
(b) Such Borrower shall promptly give Bank written notice of any applications or registrations of intellectual property rights filed with the United States Patent and Trademark Office, including the date of such filing and the registration or application numbers, if any.
(c) Such Borrower shall (i) those Copyrights listed on Exhibit A to the Intellectual Property Security Agreement identified by Lender as material and those intellectual property rights listed on Exhibits B and C to the Intellectual Property Security Agreement delivered to Lender by each Borrower in connection with this Agreement, within give Bank not less than thirty (30) days prior written notice of the filing of any applications or registrations with the United States Copyright Office, including the title of such intellectual property rights to be registered, as such title will appear on such applications or registrations, and the date of this Agreement, such applications or registrations will be filed; (ii) all registrable Trademarks and Patents prior to the filing of any Borrower has developed such applications or registrations, execute such documents as Bank may reasonably request for Bank to maintain its perfection in such intellectual property rights to be registered by such Borrower; (iii) upon the request of Bank, either deliver to Bank or file such documents simultaneously with the filing of any such applications or registrations; (iv) upon filing any such applications or registrations, promptly provide Bank with a copy of such applications or registrations together with any exhibits, evidence of the date filing of this Agreement which are material to any Borrower's business as currently operated and as contemplated documents requested by Bank to be operated filed for Bank to maintain the perfection and which have not yet been registered priority of its security interest in such intellectual property rights, and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registered, in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark or Copyright as material after the date of this Agreement, Borrower shall have thirty (30) days from the date of such determination to cause such Patents, Trademarks or Copyrights to be registered on an expedited basis, and (iii) those additional intellectual property rights developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by Lender, prior to the sale or licensing of such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Borrowers shall give Agent written notice of all such applications or registrations within five (5) days thereoffiling.
(bd) In connection with Borrower's obligations hereunder, Borrowers Such Borrower shall execute and deliver such additional instruments and documents from time to time as Lender Bank shall reasonably request to perfect Lender's and maintain the perfection and priority of Bank’s security interest in the Intellectual Property Collateral.
(ce) Borrowers Such Borrower shall use commercially reasonably efforts to (i) protect, defend and maintain the validity and enforceability its material Trademarks, Patents, Copyrights, and trade secrets, (ii) detect infringements of the Trademarks, Patents and Copyrights unless Borrowers have obtained the prior written consent of Lender that no such action is necessary, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i) shall be deemed to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower, (ii) use their best efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise Lender Bank in writing of material infringements detected and (iii) not allow any material Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without unless such Borrower, in each case, deems, in its reasonable business judgment, that it is in the best interest of such Borrower’s business to do otherwise or has obtained the written consent of LenderBank, which shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower.
(df) Subject to attorney-client privilege, Agent Bank may audit Borrowers' such Borrower’s Intellectual Property Collateral to confirm compliance with this SectionSection 6.8, provided that Borrowers shall such audit may not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers occur more often than once per year, unless an Event of Default has occurred and Lenderis continuing. Lender Bank shall have the right, but not the obligation, to take, at Borrowers' ’ sole expense, any actions that Borrowers are Borrower is required under this Section 6.8 to take but which any Borrower fails to take, after fifteen (15) days' ’ notice to Borrowerssuch Borrower. Borrowers shall reimburse and indemnify Lender Bank for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this SectionSection 6.8.
Appears in 2 contracts
Samples: Loan and Security Agreement (Upland Software, Inc.), Loan and Security Agreement (Upland Software, Inc.)
Registration of Intellectual Property Rights. (a) Each Borrower shall file an application to register with the United States Copyright Office those Copyrights that are not registered with such office on the date hereof within thirty (30) days of the date of this Agreement and shall use its best efforts to effect the prompt registration of such Copyrights. Borrower shall register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: (i) , those Copyrights listed on Exhibit A to the Intellectual Property Security Agreement identified by Lender as material and those additional intellectual property rights listed on Exhibits B and C (to the Intellectual Property Security Agreement delivered to Lender by each Borrower in connection with this Agreement, within thirty (30) days of the date of this Agreement, (ii) all registrable Trademarks and Patents any Borrower has developed as of the date of this Agreement which extent such rights are material to any Borrower's business as currently operated conducted and as contemplated to be operated and which have not yet been registered and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registered, in each case within thirty (30conducted) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark or Copyright as material after the date of this Agreement, Borrower shall have thirty (30) days from the date of such determination to cause such Patents, Trademarks or Copyrights to be registered on an expedited basis, and (iii) those additional intellectual property rights developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by Lender, prior to the sale or licensing of such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Borrowers shall give Agent written notice of all such applications or registrations within five (5) days thereofC and the Copyrights not registered on the date hereof.
(b) In connection with Borrower's obligations hereunder, Borrowers Borrower shall execute and deliver such additional instruments and documents from time to time as Lender shall reasonably request to perfect Lender's security interest in the Intellectual Property Collateral.
(c) Borrowers Borrower shall (i) protect, defend and maintain the validity and enforceability of the Trademarks, Patents and Copyrights unless Borrowers have obtained the prior written consent of Lender that no such action is necessarywhich are material to Borrower's business as conducted and as contemplated to be conducted, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i(ii) shall be deemed use its best efforts to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability detect infringements of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower, (ii) use their best efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise Lender in writing of material infringements detected and (iii) not allow any Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of Lender, which shall not be unreasonably withheld; provided, however, unless Lender determines that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood reasonable business practices suggest that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrowerabandonment is appropriate.
(d) Subject to attorney-client privilege, Agent may audit Borrowers' Intellectual Property Collateral to confirm compliance with this Section, provided that Borrowers shall not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers and Lender. Lender shall have the right, but not the obligation, to take, at Borrowers' Borrower's sole expense, any actions that Borrowers are Borrower is required under this Section 6.6 to take but which any Borrower fails to take, after fifteen (15) days' notice to BorrowersBorrower. Borrowers Borrower shall reimburse and indemnify Lender for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this SectionSection 6.6.
Appears in 2 contracts
Samples: Subordination Agreement (Zindart LTD), Subordination Agreement (Intervisual Books Inc /Ca)
Registration of Intellectual Property Rights. (a) Each Borrower shall register Register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: (i) the case may be, those Copyrights listed on Exhibit A to the Intellectual Property Security Agreement identified by Lender as material and those registrable intellectual property rights listed on Exhibits B and C to the Intellectual Property Security Agreement delivered to Lender by each Borrower in connection with this Agreement, within thirty (30) days of the date of this Agreement, (ii) all registrable Trademarks and Patents any Borrower has developed as of the date of this Agreement which are material to any Borrower's business as currently operated and as contemplated to be operated and which have not yet been registered and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registered, in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark now owned or Copyright as material after the date of this Agreement, Borrower shall have thirty (30) days from the date of such determination to cause such Patents, Trademarks or Copyrights to be registered on an expedited basis, and (iii) those additional intellectual property rights hereafter developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by LenderBorrower, prior to the sale or licensing of extent that Borrower, in its reasonable business judgment, deems it appropriate to so protect such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Borrowers shall give Agent written notice of all such applications or registrations within five (5) days thereofrights.
(b) In connection Promptly give Bank written notice of any applications or registrations of intellectual property rights filed with the United States Patent and Trademark Office, including the date of such filing and the registration or application numbers, if any.
(i) Give Bank not less than 30 days prior written notice of the filing of any applications or registrations with the United States Copyright Office, including the title of such intellectual property rights to be registered, as such title will appear on such applications or registrations, and the date such applications or registrations will be filed; (ii) prior to the filing of any such applications or registrations, execute such documents as Bank may reasonably request for Bank to maintain its perfection in such intellectual property rights to be registered by Borrower's obligations hereunder; (iii) upon the request of Bank, Borrowers shall execute either deliver to Bank or file such documents simultaneously with the filing of any such applications or registrations; and (iv) upon filing any such applications or registrations, promptly provide Bank with a copy of such applications or registrations together with any exhibits, evidence of the filing of any documents requested by Bank to be filed for Bank to maintain the perfection and priority of its security interest in such intellectual property rights, and the date of such filing.
(d) Execute and deliver such additional instruments and documents from time to time as Lender Bank shall reasonably request to perfect Lenderand maintain the perfection and priority of Bank's security interest in the Intellectual Property Collateral.
(c) Borrowers shall (i) protectProtect, defend and maintain the validity and enforceability of the trade secrets, Trademarks, Patents and Copyrights unless Borrowers have obtained the prior written consent of Lender that no such action is necessaryCopyrights, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i(ii) shall be deemed use commercially reasonable efforts to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability detect infringements of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower, (ii) use their best efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise Lender Bank in writing of material infringements detected and (iii) not allow any material Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of LenderBank, which shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower.
(df) Subject Permit Bank to attorney-client privilege, Agent may audit Borrowers' Borrower's Intellectual Property Collateral to confirm compliance with this Section, provided that Borrowers shall such audit may not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers occur more often than twice per year, unless an Event of Default has occurred and Lenderis continuing. Lender Bank shall have the right, but not the obligation, to take, at Borrowers' Borrower's sole expense, any actions that Borrowers are Borrower is required under this Section to take but which any Borrower fails to take, after fifteen (15) 15 days' notice to BorrowersBorrower. Borrowers Borrower shall reimburse and indemnify Lender Bank for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this Section.
Appears in 2 contracts
Samples: Credit Agreement (Nexx Systems Inc), Credit Agreement (Nexx Systems Inc)
Registration of Intellectual Property Rights. (a) Each Borrower shall and shall cause each other Loan Party to register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: the case may be, those registrable intellectual property rights now owned or hereafter developed or acquired by Borrower or such other Loan Party, to the extent that Borrower, in its reasonable business judgment, deems it appropriate to so protect such intellectual property rights.
(b) Borrower shall promptly give Lender written notice of any applications or registrations of intellectual property rights filed with the United States Patent and Trademark Office, including the date of such filing and the registration or application numbers, if any.
(c) Borrower shall (i) those Copyrights listed on Exhibit A to the Intellectual Property Security Agreement identified by give Lender as material and those intellectual property rights listed on Exhibits B and C to the Intellectual Property Security Agreement delivered to Lender by each Borrower in connection with this Agreement, within not less than thirty (30) days prior written notice of the filing of any applications or registrations with the United States Copyright Office, including the title of such intellectual property rights to be registered, as such title will appear on such applications or registrations, and the date of this Agreement, such applications or registrations will be filed; (ii) all registrable Trademarks and Patents prior to the filing of any Borrower has developed such applications or registrations, execute such documents as Lender may reasonably request for Lender to maintain its perfection in such intellectual property rights to be registered by Borrower; (iii) upon the request of Lender, either deliver to Lender or file such documents simultaneously with the filing of any such applications or registrations; (iv) upon filing any such applications or registrations, promptly provide Lender with a copy of such applications or registrations together with any exhibits, evidence of the date filing of this Agreement which are material to any Borrower's business as currently operated and as contemplated documents requested by Lender to be operated filed for Lender to maintain the perfection and which have not yet been registered priority of its security interest in such intellectual property rights, and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registered, in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark or Copyright as material after the date of this Agreement, Borrower shall have thirty (30) days from the date of such determination to cause such Patents, Trademarks or Copyrights to be registered on an expedited basis, and (iii) those additional intellectual property rights developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by Lender, prior to the sale or licensing of such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Borrowers shall give Agent written notice of all such applications or registrations within five (5) days thereoffiling.
(bd) In connection with Borrower's obligations hereunder, Borrowers Borrower shall and shall cause each other Loan Party to execute and deliver such additional instruments and documents from time to time as Lender shall reasonably request to perfect and maintain the perfection and priority of Lender's security interest in the Intellectual Property Collateral.
(ce) Borrowers The Loan Parties shall use commercially reasonably efforts to (i) protect, defend and maintain the validity and enforceability of the Trademarks, Patents Patents, Copyrights, and Copyrights unless Borrowers have obtained the prior written consent of Lender that no such action is necessarytrade secrets, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i(ii) shall be deemed to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability detect infringements of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower, (ii) use their best efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise Lender in writing of material infringements detected and (iii) not allow any material Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of Lender, which shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower.
(df) Subject to attorney-client privilege, Agent Lender may audit Borrowers' the Intellectual Property Collateral to confirm compliance with this SectionSection 6.5, provided that Borrowers shall such audit may not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers occur more often than twice per year, unless an Event of Default has occurred and Lenderis continuing. Lender shall have the right, but not the obligation, to take, at Borrowers' Borrower's sole expense, any actions that Borrowers are Borrower is required under this Section 6.5 to take but which any Borrower fails to take, after fifteen (15) days' ’ notice to BorrowersBorrower. Borrowers Borrower shall reimburse and indemnify Lender for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this SectionSection 6.5.
Appears in 2 contracts
Samples: Loan and Security Agreement (U-Swirl, Inc.), Loan and Security Agreement (Rocky Mountain Chocolate Factory Inc)
Registration of Intellectual Property Rights. (a) Each Borrower Without limitation on the terms of subsection “b” below, Guarantor shall register promptly give Lender written notice of any applications or cause registrations it or any of its Subsidiaries files or obtains with respect to be registered on an expedited basis (to the extent not already registered) Intellectual Property filed with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: (i) those Copyrights listed on Exhibit A to the Intellectual Property Security Agreement identified by Lender as material and those intellectual property rights listed on Exhibits B and C to the Intellectual Property Security Agreement delivered to Lender by each Borrower in connection with this Agreement, within thirty (30) days of including the date of this Agreementany such filing and the registration or application numbers, (ii) all registrable Trademarks and Patents any Borrower has developed as of the date of this Agreement which are material to any Borrower's business as currently operated and as contemplated to be operated and which have not yet been registered and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registered, in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark or Copyright as material after the date of this Agreement, Borrower shall have thirty (30) days from the date of such determination to cause such Patents, Trademarks or Copyrights to be registered on an expedited basis, and (iii) those additional intellectual property rights developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by Lender, prior to the sale or licensing of such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Borrowers shall give Agent written notice of all such applications or registrations within five (5) days thereofif any.
(b) In connection Guarantor shall, and shall cause its Subsidiaries to, do the following: (i) give Lender not less than 30 days prior written notice of the filing of any applications or registrations with Borrower's obligations hereunderthe United States Copyright Office, Borrowers shall including the title of such intellectual property rights to be registered, as such title will appear on such applications or registrations, and the date such applications or registrations will he filed; (ii) prior to the tiling of any such applications or registrations, execute and deliver such additional instruments and documents from time to time as Lender shall may reasonably request for Lender to perfect Lender's security interest maintain its perfection in the Intellectual Property Collateralrights to be registered; (iii) upon the request of Lender, either deliver to Lender or file such documents simultaneously with the filing of any such applications or registrations; (iv) upon filing any such applications or registrations, promptly provide Lender with a copy of such applications or registrations together with any exhibits, evidence of the tiling of any documents requested by Lender to be filed for Lender to create and maintain the perfection and priority of its security interest in such Intellectual Property rights.
(c) Borrowers Guarantor shall use commercially reasonable efforts to (i) protect, defend and maintain the validity and enforceability of the Trademarks, Patents and Copyrights unless Borrowers have obtained Intellectual Property that is material to the prior written consent conduct of Lender that no such action is necessary, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i) shall be deemed to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrowerits business, (ii) use their best efforts to detect infringements of the Patents and use their best efforts Intellectual Property that is material to detect infringements the conduct of the Trademarks and Copyrights where any such infringement of any Trademark or Copyrightits business, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise Lender in writing of infringements detected and (iii) not allow any Trademarks, Patents or Copyrights Intellectual Property that is material to the conduct of its business to be abandoned, forfeited or dedicated to the public without the written consent of Lender, which shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower.
(d) Subject to attorney-client privilege, Agent may audit Borrowers' Intellectual Property Collateral to confirm compliance with this Section, provided that Borrowers shall not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers and Lender. Lender shall have the right, but not the obligation, to take, at Borrowers' Guarantor’s sole expense, any actions that Borrowers are Guarantor is required under this Section 2.6 to take but which any Borrower Guarantor or a Subsidiary fails to take, after fifteen (15) 15 days' ’ notice to BorrowersGuarantor. Borrowers Guarantor shall reimburse and indemnify Lender for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this Section.
Appears in 2 contracts
Samples: Supplemental Agreement (Talend SA), Supplemental Agreement (Talend SA)
Registration of Intellectual Property Rights. (a) Each Borrower shall register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: the case may be, those registrable intellectual property rights now owned or hereafter developed or acquired by Borrower, to the extent that Borrower, in its reasonable business judgment, deems it appropriate to so protect such intellectual property rights.
(b) Borrower shall promptly give Bank written notice of any applications or registrations of intellectual property rights filed with the United States Patent and Trademark Office, including the date of such filing and the registration or application numbers, if any.
(c) Borrower shall (i) those Copyrights listed on Exhibit A to the Intellectual Property Security Agreement identified by Lender as material and those intellectual property rights listed on Exhibits B and C to the Intellectual Property Security Agreement delivered to Lender by each Borrower in connection with this Agreement, within give Bank not less than thirty (30) days prior written notice of the filing of any applications or registrations with the United States Copyright Office, including the title of such intellectual property rights to be registered, as such title will appear on such applications or registrations, and the date of this Agreement, such applications or registrations will be filed; (ii) all registrable Trademarks and Patents prior to the filing of any Borrower has developed such applications or registrations, execute such documents as Bank may reasonably request for Bank to maintain its perfection in such intellectual property rights to be registered by Borrower; (iii) upon the request of Bank, either deliver to Bank or file such documents simultaneously with the filing of any such applications or registrations; (iv) upon filing any such applications or registrations, promptly provide Bank with a copy of such applications or registrations together with any exhibits, evidence of the date filing of this Agreement which are material to any Borrower's business as currently operated and as contemplated documents requested by Bank to be operated filed for Bank to maintain the perfection and which have not yet been registered priority of its security interest in such intellectual property rights, and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registered, in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark or Copyright as material after the date of this Agreement, Borrower shall have thirty (30) days from the date of such determination to cause such Patents, Trademarks or Copyrights to be registered on an expedited basis, and (iii) those additional intellectual property rights developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by Lender, prior to the sale or licensing of such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Borrowers shall give Agent written notice of all such applications or registrations within five (5) days thereoffiling.
(bd) In connection with Borrower's obligations hereunder, Borrowers Borrower shall execute and deliver such additional instruments and documents from time to time as Lender Bank shall reasonably request to perfect Lender's and maintain the perfection and priority of Bank’s security interest in the Intellectual Property Collateral.
(ce) Borrowers Borrower shall use commercially reasonably efforts to (i) protect, defend and maintain the validity and enforceability its material Trademarks, Patents, Copyrights, and trade secrets, (ii) detect infringements of the Trademarks, Patents and Copyrights unless Borrowers have obtained the prior written consent of Lender that no such action is necessary, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i) shall be deemed to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower, (ii) use their best efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise Lender Bank in writing of material infringements detected and (iii) not allow any material Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without unless Borrower, in each case, deems, in its reasonable business judgment, that it is in the best interest of Borrower’s business to do otherwise or has obtained the written consent of LenderBank, which shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower.
(df) Subject to attorney-client privilege, Agent Bank may audit Borrowers' Borrower’s Intellectual Property Collateral to confirm compliance with this SectionSection 6.8, provided that Borrowers shall such audit may not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers occur more often than once per year, unless an Event of Default has occurred and Lenderis continuing. Lender Bank shall have the right, but not the obligation, to take, at Borrowers' Borrower’s sole expense, any actions that Borrowers are Borrower is required under this Section 6.8 to take but which any Borrower fails to take, after fifteen (15) days' ’ notice to BorrowersBorrower. Borrowers Borrower shall reimburse and indemnify Lender Bank for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this SectionSection 6.8.
Appears in 2 contracts
Samples: Loan and Security Agreement (Upland Software, Inc.), Loan and Security Agreement (Upland Software, Inc.)
Registration of Intellectual Property Rights. (a) Each Borrower shall -------------------------------------------- register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: (i) those Copyrights listed on Exhibit A to the Intellectual Property Security Agreement identified by Lender as material and , those intellectual property rights listed on Exhibits A, B and C to the Intellectual Property Security Agreement delivered to Lender Bank by each Borrower in connection with this Agreement, Agreement within thirty (30) days of the date of this Agreement, (ii) all registrable Trademarks and Patents any Borrower has developed as of the date of this Agreement which are material to any Borrower's business as currently operated and as contemplated to be operated and which have not yet been registered and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registered, in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark or Copyright as material after the date of this Agreement, . Borrower shall have thirty (30) days from the date of such determination to register or cause such Patents, Trademarks or Copyrights to be registered on an expedited basiswith the United States Patent and Trademark Office or the United States Copyright Office, as applicable, those additional material patentable inventions, Trademarks, and (iii) those additional intellectual property rights Copyrights relating to major software releases, and material additions, revisions, enhancements, or improvements to existing Copyrights, developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by Lender, prior to the sale or licensing of such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Borrowers shall give Agent written notice of all such applications or registrations within five (5) days thereof.C.
(ba) In connection with Borrower's obligations hereunder, Borrowers Borrower shall execute and deliver such additional instruments and documents from time to time as Lender Bank shall reasonably request to perfect LenderBank's security interest in the Intellectual Property Collateral.
(cb) Borrowers Borrower shall (i) protect, defend and maintain the validity and enforceability of the Trademarks, Patents and Copyrights unless Borrowers have obtained the prior written consent of Lender that no such action is necessaryCopyrights, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i(ii) shall be deemed use its best efforts to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability detect infringements of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower, (ii) use their best efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise Lender Bank in writing of material infringements detected and (iii) not allow any Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of LenderBank, which shall not be unreasonably withheld; provided, however, unless Bank determines that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood reasonable business practices suggest that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrowerabandonment is appropriate.
(dc) Subject to attorney-client privilege, Agent may audit Borrowers' Intellectual Property Collateral to confirm compliance with this Section, provided that Borrowers shall not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers and Lender. Lender Bank shall have the right, but not the obligation, to take, at Borrowers' Borrower's sole expense, any actions that Borrowers are Borrower is required under this Section 6.8 to take but which any Borrower fails to take, after fifteen thirty (1530) days' notice to BorrowersBorrower. Borrowers Borrower shall reimburse and indemnify Lender Bank for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this SectionSection 6.12."
12. A new Section 7.12 is hereby added as follows:
Appears in 2 contracts
Samples: Loan and Security Agreement (Crossworlds Software Inc), Loan and Security Agreement (Crossworlds Software Inc)
Registration of Intellectual Property Rights. (a) Each Borrower shall register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: the case may be, those registrable intellectual property rights now owned or hereafter developed or acquired by Borrower, to the extent that Borrower, in its reasonable business judgment, deems it appropriate to so protect such intellectual property rights.
(b) Borrower shall in the then-next Compliance Certificate give Bank written notice of any applications or registrations of intellectual property rights filed with the United States Patent and Trademark Office, including the date of such filing and the registration or application numbers, if any.
(c) Borrower shall (i) those Copyrights listed on Exhibit A to the Intellectual Property Security Agreement identified by Lender as material and those intellectual property rights listed on Exhibits B and C to the Intellectual Property Security Agreement delivered to Lender by each Borrower in connection with this Agreement, within give Bank not less than thirty (30) days prior written notice of the filing of any applications or registrations with the United States Copyright Office, including the title of such intellectual property rights to be registered, as such title will appear on such applications or registrations, and the date of this Agreementsuch applications or registrations will be filed, or such other shorter notice period if Borrower is filing on an expedited basis for business reasons and a 30-day notice period would potentially cause harm or prejudice to Borrower’s rights; (ii) all registrable Trademarks and Patents prior to the filing of any such applications or registrations, execute such documents as Bank may reasonably request for Bank to maintain its perfection in such intellectual property rights to be registered by Borrower, except that Borrower has developed as is not required to delay filing if doing so would potentially cause harm or prejudice to Borrower’s rights; (iii) upon the request of Bank, either deliver to Bank or file such documents simultaneously with the filing of any such applications or registrations; (iv) upon filing any such applications or registrations, promptly provide Bank with a copy of such applications or registrations together with any exhibits, evidence of the date filing of this Agreement which are material to any Borrower's business as currently operated and as contemplated documents requested by Bank to be operated filed for Bank to maintain the perfection and which have not yet been registered priority of its security interest in such intellectual property rights, and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registered, in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark or Copyright as material after the date of this Agreement, Borrower shall have thirty (30) days from the date of such determination to cause such Patents, Trademarks or Copyrights to be registered on an expedited basis, and (iii) those additional intellectual property rights developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by Lender, prior to the sale or licensing of such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Borrowers shall give Agent written notice of all such applications or registrations within five (5) days thereoffiling.
(bd) In connection with Borrower's obligations hereunder, Borrowers Borrower shall execute and deliver such additional instruments and documents from time to time as Lender Bank shall reasonably request to perfect Lender's and maintain the perfection and priority of Bank’s security interest in the Intellectual Property Collateral.
(ce) Borrowers Borrower shall use commercially reasonably efforts to (i) protect, defend and maintain the validity and enforceability of the Trademarks, Patents Patents, Copyrights, and Copyrights unless Borrowers trade secrets that have obtained the prior written consent of Lender that no such action is necessarymaterial value, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i(ii) shall be deemed to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability detect infringements of the Trademarks, Patents and Copyrights if Borrowers that have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower, (ii) use their best efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect material value and promptly advise Lender Bank in writing of material infringements detected and (iii) not allow any material Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of LenderBank, which shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower.
(df) Subject to attorney-client privilege, Agent Bank may audit Borrowers' Borrower’s Intellectual Property Collateral to confirm compliance with this SectionSection 6.9, provided that Borrowers shall such audit may not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers occur more often than once per year, unless an Event of Default has occurred and Lenderis continuing. Lender Bank shall have the right, but not the obligation, to take, at Borrowers' Borrower’s sole expense, any actions that Borrowers are Borrower is required under this Section 6.9 to take but which any Borrower fails to take, after fifteen (15) days' ’ notice to BorrowersBorrower. Borrowers Borrower shall reimburse and indemnify Lender Bank for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this SectionSection 6.9.”
Appears in 2 contracts
Samples: Loan and Security Agreement (Berkeley Lights, Inc.), Loan and Security Agreement (Berkeley Lights, Inc.)
Registration of Intellectual Property Rights. (a) Each Without limitation on the terms of subsection “b” below, Borrower shall register promptly give Lender written notice of any applications or cause registrations it files or obtains with respect to be registered on an expedited basis (to the extent not already registered) Intellectual Property filed with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: (i) those Copyrights listed on Exhibit A to the Intellectual Property Security Agreement identified by Lender as material and those intellectual property rights listed on Exhibits B and C to the Intellectual Property Security Agreement delivered to Lender by each Borrower in connection with this Agreement, within thirty (30) days of including the date of this Agreementany such filing and the registration or application numbers, (ii) all registrable Trademarks and Patents any Borrower has developed as of the date of this Agreement which are material to any Borrower's business as currently operated and as contemplated to be operated and which have not yet been registered and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registered, in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark or Copyright as material after the date of this Agreement, Borrower shall have thirty (30) days from the date of such determination to cause such Patents, Trademarks or Copyrights to be registered on an expedited basis, and (iii) those additional intellectual property rights developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by Lender, prior to the sale or licensing of such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Borrowers shall give Agent written notice of all such applications or registrations within five (5) days thereofif any.
(b) In connection Borrower shall (i) give Lender not less than 30 days prior written notice of the filing of any applications or registrations with Borrower's obligations hereunderthe United States Copyright Office, Borrowers shall including the title of such intellectual property rights to be registered, as such title will appear on such applications or registrations, and the date such applications or registrations will be filed; (ii) prior to the filing of any such applications or registrations, execute and deliver such additional instruments and documents from time to time as Lender shall may reasonably request for Lender to perfect Lender's security interest maintain its perfection in the Intellectual Property Collateralrights to be registered by Borrower; (iii) upon the request of Lender, either deliver to Lender or file such documents simultaneously with the filing of any such applications or registrations; (iv) upon filing any such applications or registrations, promptly provide Lender with a copy of such applications or registrations together with any exhibits, evidence of the filing of any documents requested by Lender to be filed for Lender to maintain the perfection and priority of its security interest in such Intellectual Property rights.
(c) Borrowers Borrower shall use commercially reasonable efforts to (i) protect, defend and maintain the validity and enforceability of the Trademarks, Patents and Copyrights unless Borrowers have obtained Intellectual Property that is material to the prior written consent conduct of Lender that no such action is necessary, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i) shall be deemed to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrowerits business, (ii) use their best efforts to detect infringements of the Patents and use their best efforts Intellectual Property that is material to detect infringements the conduct of the Trademarks and Copyrights where any such infringement of any Trademark or Copyrightits business, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise Lender in writing of infringements detected and (iii) not allow any Trademarks, Patents or Copyrights Intellectual Property that is material to the conduct of its business to be abandoned, forfeited or dedicated to the public without the written consent of Lender, which shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower.
(d) Subject to attorney-client privilege, Agent may audit Borrowers' Intellectual Property Collateral to confirm compliance with this Section, provided that Borrowers shall not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers and Lender. Lender shall have the right, but not the obligation, to take, at Borrowers' Borrower’s sole expense, any actions that Borrowers are Borrower is required under this Section 5.8 to take but which any Borrower fails to take, after fifteen (15) 15 days' ’ notice to BorrowersBorrower. Borrowers Borrower shall reimburse and indemnify Lender for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this Section.
Appears in 2 contracts
Samples: Loan and Security Agreement (Talend SA), Loan and Security Agreement (Talend SA)
Registration of Intellectual Property Rights. (a) Each Borrower Guarantor (either directly or through Borrowers delivering a Compliance Certificate containing such information) shall register give Lender written notice at the time a Compliance Certificate is delivered pursuant to Section 6 of the Schedule of any applications or cause registrations it or any of its Subsidiaries filed or obtained during the quarterly period covered by such Compliance Certificate with respect to be registered on an expedited basis (to the extent not already registered) Intellectual Property filed with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: (i) those Copyrights listed on Exhibit A to the Intellectual Property Security Agreement identified by Lender as material and those intellectual property rights listed on Exhibits B and C to the Intellectual Property Security Agreement delivered to Lender by each Borrower in connection with this Agreement, within thirty (30) days of including the date of this Agreementany such filing and the registration or application numbers, (ii) all registrable Trademarks and Patents any Borrower has developed as of the date of this Agreement which are material to any Borrower's business as currently operated and as contemplated to be operated and which have not yet been registered and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registered, in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark or Copyright as material after the date of this Agreement, Borrower shall have thirty (30) days from the date of such determination to cause such Patents, Trademarks or Copyrights to be registered on an expedited basisif any, and (iii) those additional intellectual property rights developed Borrower or acquired by any Borrower from time Guarantor, as applicable, shall, promptly on Lender’s written request, execute and deliver to time Lender such documents as Lender may reasonably request for Lender to maintain its perfection in connection with any product such Intellectual Property or service and reasonably deemed material by Lender, prior to the sale or licensing of note its security interest in such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Borrowers shall give Agent written notice of all such applications or registrations within five (5) days thereofIntellectual Property.
(b) In connection with Borrower's obligations hereunder, Borrowers Guarantor shall execute and deliver such additional instruments and documents from time use commercially reasonable efforts to time as Lender shall reasonably request to perfect Lender's security interest in the Intellectual Property Collateral.
(c) Borrowers shall (i) protect, defend and maintain the validity and enforceability of the Trademarks, Patents and Copyrights unless Borrowers have obtained Intellectual Property that is material to the prior written consent conduct of Lender that no such action is necessary, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i) shall be deemed to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrowerits business, (ii) use their best efforts to detect infringements of the Patents and use their best efforts Intellectual Property that is material to detect infringements the conduct of the Trademarks and Copyrights where any such infringement of any Trademark or Copyrightits business, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise Lender in writing of infringements detected and (iii) not allow any Trademarks, Patents or Copyrights Intellectual Property that is material to the conduct of its business to be abandoned, forfeited or dedicated to the public without the written consent of Lender, which shall not be unreasonably withheld; provided, however, provided that no breach of this Section 6.9(c)(iiiclause (b) shall be deemed not apply to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borroweropen source software products.
(dc) Subject to attorney-client privilege, Agent may audit Borrowers' Intellectual Property Collateral to confirm compliance with this Section, provided that Borrowers shall not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers and Lender. Lender shall have the right, but not the obligation, to take, at Borrowers' Guarantor’s sole expense, any actions that Borrowers are Guarantor is required under this Section 2.6 to take but which any Borrower Guarantor or a Subsidiary fails to take, after fifteen (15) 15 days' ’ notice to BorrowersGuarantor. Borrowers Guarantor shall reimburse and indemnify Lender for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this Section.
Appears in 1 contract
Samples: Supplemental Agreement (Talend S.A.)
Registration of Intellectual Property Rights. (a) Each Borrower shall promptly register or cause to be promptly registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: the case may be, those registrable intellectual property rights now owned or hereafter developed or acquired by Borrower, to the extent that Borrower, in its reasonable business judgment, deems it appropriate to so protect such intellectual property rights.
(ib) those Copyrights listed Borrower shall promptly give Bank written notice of any applications or registrations of Patents or Trademarks filed with the United States Patent and Trademark Office that are not identified on Exhibit A the Exhibits to the Intellectual Property Security Agreement identified by Lender dated as material of the Closing Date between Borrower and those intellectual property rights listed on Exhibits B Bank, including the date of such filing and C to the Intellectual Property Security Agreement delivered to Lender by each registration or application numbers, if any.
(c) Borrower in connection with this Agreement, within shall (i) give Bank not less than thirty (30) days prior written notice of the filing of any applications or registrations with the United States Copyright Office, including the title of such Copyrights to be registered, as such title will appear on such applications or registrations, and the approximate date of this Agreement, such applications or registrations will be filed; (ii) all registrable Trademarks and Patents prior to the filing of any Borrower has developed such applications or registrations, execute such documents as Bank may reasonably request for Bank to maintain its perfection in such Copyrights to be registered by Borrower; (iii) upon the reasonable request of Bank, either deliver to Bank or file such documents simultaneously with the filing of any such applications or registrations; (iv) upon filing any such applications or registrations, promptly provide Bank with a copy of such applications or registrations together with any exhibits, evidence of the date filing of this Agreement which are material to any Borrower's business as currently operated and as contemplated documents requested by Bank to be operated filed for Bank to maintain the perfection and which have not yet been registered priority of its security interest in such Copyrights, and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registered, in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark or Copyright as material after the date of this Agreement, Borrower shall have thirty (30) days from the date of such determination to cause such Patents, Trademarks or Copyrights to be registered on an expedited basis, and (iii) those additional intellectual property rights developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by Lender, prior to the sale or licensing of such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Borrowers shall give Agent written notice of all such applications or registrations within five (5) days thereoffiling.
(bd) In connection with Borrower's obligations hereunder, Borrowers Borrower shall execute and deliver such additional instruments and documents from time to time as Lender Bank shall reasonably request to perfect Lender's and maintain the perfection and priority of Bank’s security interest in the Intellectual Property Collateral.
(ce) Borrowers Borrower shall use commercially reasonable efforts to (i) protect, defend and maintain the validity and enforceability of the its material Trademarks, Patents, Copyrights, and trade secrets, (ii) investigate known infringements of its material Trademarks, Patents and Copyrights unless Borrowers have obtained the prior written consent of Lender that no such action is necessary, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i) shall be deemed to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower, (ii) use their best efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise Lender Bank in writing of material infringements detected and (iii) not allow any material Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of LenderBank, which shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower.
(df) Subject to attorney-client privilege, Agent may audit Borrowers' Intellectual Property Collateral to confirm compliance with this Section, provided that Borrowers shall not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers and Lender. Lender Bank shall have the right, but not the obligation, to take, at Borrowers' Borrower’s sole reasonable expense, any actions that Borrowers are Borrower is required under this Section 6.8 to take but which any Borrower fails to take, after fifteen (15) days' ’ written notice to Borrowers. Borrowers shall reimburse and indemnify Lender for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this SectionBorrower.
Appears in 1 contract
Registration of Intellectual Property Rights. (a) Each Except with respect to intellectual property indicated by the Borrower, and agreed to by Bank, as being immaterial, as set forth on the Schedule, Borrower shall register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: the case may be, those registrable intellectual property rights now owned or hereafter developed or acquired by Borrower, to the extent that Borrower, in its reasonable business judgment, deems it appropriate to so protect such intellectual property rights.
(b) Except with respect to intellectual property indicated by the Borrower, and agreed to by Bank, as being immaterial, as set forth on the Schedule, Borrower shall promptly give Bank written notice of any applications or registrations of intellectual property rights filed with the United States Patent and Trademark Office, including the date of such filing and the registration or application numbers, if any.
(c) Except with respect to intellectual property indicated by the Borrower, and agreed to by Bank, as being immaterial, as set forth on the Schedule, Borrower shall (i) those Copyrights listed on Exhibit A to the Intellectual Property Security Agreement identified by Lender as material and those intellectual property rights listed on Exhibits B and C to the Intellectual Property Security Agreement delivered to Lender by each Borrower in connection with this Agreement, within give Bank not less than thirty (30) days prior written notice of the filing of any applications or registrations with the United States Copyright Office, including the title of such intellectual property rights to be registered, as such title is expected to appear on such applications or registrations, and the date of this Agreement, such applications or registrations are expected be filed; (ii) all registrable Trademarks and Patents prior to the filing of any Borrower has developed such applications or registrations, execute such documents as Bank may reasonably request for Bank to maintain its perfection in such intellectual property rights to be registered by Borrower; (iii) upon the request of Bank, either deliver to Bank or file such documents simultaneously with the filing of any such applications or registrations; (iv) upon filing any such applications or registrations, promptly provide Bank with a copy of such applications or registrations together with any exhibits, evidence of the date filing of this Agreement which are material to any Borrower's business as currently operated and as contemplated documents requested by Bank to be operated filed for Bank to maintain the perfection and which have not yet been registered priority of its security interest in such intellectual property rights, and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registered, in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark or Copyright as material after the date of this Agreement, Borrower shall have thirty (30) days from the date of such determination to cause such Patents, Trademarks or Copyrights to be registered on an expedited basis, and (iii) those additional intellectual property rights developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by Lender, prior to the sale or licensing of such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Borrowers shall give Agent written notice of all such applications or registrations within five (5) days thereoffiling.
(bd) In connection with Borrower's obligations hereunder, Borrowers Borrower shall execute and deliver such additional instruments and documents from time to time as Lender Bank shall reasonably request to perfect Lender's and maintain the perfection and priority of Bank’s security interest in the Intellectual Property Collateral.
(ce) Borrowers Except with respect to intellectual property indicated by the Borrower, and agreed to by Bank, as being immaterial, as set forth on the Schedule, Borrower shall use commercially reasonably efforts to (i) protect, defend and maintain the validity and enforceability of the Trademarks, Patents Patents, Copyrights, and Copyrights unless Borrowers have obtained the prior written consent of Lender that no such action is necessarytrade secrets, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i(ii) shall be deemed to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability detect infringements of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower, (ii) use their best efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise Lender Bank in writing of material infringements detected and (iii) not allow any material Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of LenderBank, which shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower.
(df) Subject to attorney-client privilege, Agent Bank may audit Borrowers' Borrower’s Intellectual Property Collateral to confirm compliance with this SectionSection 6.8, provided that Borrowers shall such audit may not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers occur more often than once per year, unless an Event of Default has occurred and Lenderis continuing. Lender Bank shall have the right, but not the obligation, to take, at Borrowers' Borrower’s sole expense, any actions that Borrowers are Borrower is required under this Section 6.8 to take but which any Borrower fails to take, after fifteen (15) days' ’ notice to BorrowersBorrower. Borrowers Borrower shall reimburse and indemnify Lender Bank for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this SectionSection 6.8.
Appears in 1 contract
Registration of Intellectual Property Rights. (a) Each Borrower shall register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: the case may be, those registrable intellectual property rights now owned or hereafter developed or acquired by Borrower, to the extent that Borrower, in its reasonable business judgment, deems it appropriate to so protect such intellectual property rights.
(b) Borrower shall in the then-next Compliance Certificate give Bank written notice of any applications or registrations of intellectual property rights filed with the United States Patent and Trademark Office, including the date of such filing and the registration or application numbers, if any.
(c) Borrower shall (i) those Copyrights listed on Exhibit A to the Intellectual Property Security Agreement identified by Lender as material and those intellectual property rights listed on Exhibits B and C to the Intellectual Property Security Agreement delivered to Lender by each Borrower in connection with this Agreement, within give Bank not less than thirty (30) days prior written notice of the filing of any applications or registrations with the United States Copyright Office, including the title of such intellectual property rights to be registered, as such title will appear on such applications or registrations, and the date of this Agreementsuch applications or registrations will be filed, or such other shorter notice period if Borrower is filing on an expedited basis for business reasons and a 30-day notice period would potentially cause harm or prejudice to Borrower’s rights ; (ii) all registrable Trademarks and Patents prior to the filing of any such applications or registrations, execute such documents as Bank may reasonably request for Bank to maintain its perfection in such intellectual property rights to be registered by Borrower, except that Borrower has developed as is not required to delay filing if doing so would potentially cause harm or prejudice to Borrower’s rights; (iii) upon the request of Bank, either deliver to Bank or file such documents simultaneously with the filing of any such applications or registrations; (iv) upon filing any such applications or registrations, promptly provide Bank with a copy of such applications or registrations together with any exhibits, evidence of the date filing of this Agreement which are material to any Borrower's business as currently operated and as contemplated documents requested by Bank to be operated filed for Bank to maintain the perfection and which have not yet been registered priority of its security interest in such intellectual property rights, and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registered, in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark or Copyright as material after the date of this Agreement, Borrower shall have thirty (30) days from the date of such determination to cause such Patents, Trademarks or Copyrights to be registered on an expedited basis, and (iii) those additional intellectual property rights developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by Lender, prior to the sale or licensing of such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Borrowers shall give Agent written notice of all such applications or registrations within five (5) days thereoffiling.
(bd) In connection with Borrower's obligations hereunder, Borrowers Borrower shall execute and deliver such additional instruments and documents from time to time as Lender Bank shall reasonably request to perfect Lender's and maintain the perfection and priority of Bank’s security interest in the Intellectual Property Collateral.
(ce) Borrowers Borrower shall use commercially reasonably efforts to (i) protect, defend and maintain the validity and enforceability of the Trademarks, Patents Patents, Copyrights, and Copyrights unless Borrowers trade secrets that have obtained the prior written consent of Lender that no such action is necessarymaterial value, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i(ii) shall be deemed to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability detect infringements of the Trademarks, Patents and Copyrights if Borrowers that have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower, (ii) use their best efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect material value and promptly advise Lender Bank in writing of material infringements detected and (iii) not allow any material Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of LenderBank, which shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower.
(df) Subject to attorney-client privilege, Agent Bank may audit Borrowers' Borrower’s Intellectual Property Collateral to confirm compliance with this SectionSection 6.9, provided that Borrowers shall such audit may not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers occur more often than once per year, unless an Event of Default has occurred and Lenderis continuing. Lender Bank shall have the right, but not the obligation, to take, at Borrowers' Borrower’s sole expense, any actions that Borrowers are Borrower is required under this Section 6.9 to take but which any Borrower fails to take, after fifteen (15) days' ’ notice to BorrowersBorrower. Borrowers Borrower shall reimburse and indemnify Lender Bank for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this SectionSection 6.9.”
Appears in 1 contract
Samples: Loan and Security Agreement (Berkeley Lights, Inc.)
Registration of Intellectual Property Rights. (ai) Each Borrower and Guarantor shall register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: (i) those Copyrights listed on Exhibit A to the Intellectual Property Security Agreement identified by Lender as material and , those intellectual property rights listed on Exhibits A, B and C to the Intellectual Property Security Agreement and Subsidiary Intellectual Property Security Agreement delivered to Lender by each Borrower in connection with this Agreement, Agreement within thirty (30) days of the date of this Agreement, and shall promptly deliver to the Agent copies of such registrations. Borrower and Guarantor shall, within sixty (ii) all registrable Trademarks and Patents any Borrower has developed as of the date of this Agreement which are material to any Borrower's business as currently operated and as contemplated to be operated and which have not yet been registered and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registered, in each case within thirty (3060) days of the date of this Agreement; provided, howeverdeliver to the Agent revised Exhibits A, that in B and C to the event Lender identifies any PatentIntellectual Property Security Agreement and Subsidiary Intellectual Property Security Agreement setting forth the titles, Trademark or Copyright as material after registration numbers, and registration dates of the date of this Agreement, Borrower shall have thirty (30) days from the date of such determination to cause such Patents, Trademarks or Copyrights intellectual property rights required to be registered on an expedited basispursuant to this Section. Borrower and each Guarantor shall register or cause to be registered with the United States Patent and Trademark Office or the United States Copyright Office, and (iii) as applicable, those additional intellectual property rights developed or acquired by any Borrower and each Guarantor from time to time in connection with any product or service and reasonably deemed material by Lendertime, prior to the sale or licensing of such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Borrowers C. Borrower and each Guarantor shall give promptly notify the Agent written notice of all each such applications registration and promptly deliver to Agent copies thereof, together with updated Exhibits A, B and C to the Intellectual Property Security Agreement or registrations within five (5) days thereofSubsidiary Intellectual Property Security Agreement, as applicable, setting forth the titles, registration numbers, and registration dates of the intellectual property rights required to be registered pursuant to this Section.
(bii) In connection with Borrower's obligations hereunder, Borrowers Borrower and each Guarantor shall execute and deliver such additional instruments and documents from time to time as Lender the Agent shall reasonably request to perfect Lenderthe Agent's and the Lenders' security interest in the Intellectual Property CollateralCollateral (as defined in the Intellectual Property Security Agreement).
(ciii) Borrowers Borrower and each Guarantor shall (i) protect, defend and maintain the validity and enforceability of the Trademarks, Patents Patents, and Copyrights unless Borrowers have obtained (as such terms are defined in the prior written consent of Lender that no such action is necessary, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i) shall be deemed to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from BorrowerIntellectual Property Security Agreement), (ii) use their its best efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks Trademarks, Patents, and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise Lender the Agent in writing of material infringements detected and (iii) not allow any Trademarks, Patents Patents, or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of Lenderthe Majority Lenders, which shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower.
(div) Subject to attorney-client privilege, the Agent may audit Borrowers' Intellectual Property Collateral to confirm compliance with this Section, provided that Borrowers shall not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers and Lender. Lender shall have the right, but not the obligation, to take, at Borrowers' Borrower's sole expense, any actions that Borrowers are Borrower or each Guarantor is required under this Section to take but which any Borrower or such Guarantor fails to take, after fifteen (15) days' notice to BorrowersBorrower. Borrowers Borrower shall reimburse and indemnify Lender the Agent for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this Section.
Appears in 1 contract
Samples: Credit Agreement (Coinstar Inc)
Registration of Intellectual Property Rights. (a) Each Borrower shall register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: the case may be, those registrable intellectual property rights now owned or hereafter developed or acquired by Borrower, to the extent that Borrower, in its reasonable business judgment, deems it appropriate to so protect such intellectual property rights.
(b) Borrower shall promptly give Collateral Agent written notice of any applications or registrations of intellectual property rights filed with the United States Patent and Trademark Office, including the date of such filing and the registration or application numbers, if any.
(c) Borrower shall (i) those Copyrights listed on Exhibit A to the Intellectual Property Security Agreement identified by Lender as material and those intellectual property rights listed on Exhibits B and C to the Intellectual Property Security Agreement delivered to Lender by each Borrower in connection with this Agreement, within give Collateral Agent not less than thirty (30) days prior written notice of the filing of any applications or registrations with the United States Copyright Office, including the title of such intellectual property rights to be registered, as such title will appear on such applications or registrations, and the date of this Agreement, such applications or registrations will be filed; (ii) all registrable Trademarks and Patents prior to the filing of any Borrower has developed such applications or registrations, execute such documents as Collateral Agent may reasonably request for Collateral Agent to maintain its perfection in such intellectual property rights to be registered by Borrower; (iii) upon the request of Collateral Agent, either deliver to Collateral Agent or file such documents simultaneously with the filing of any such applications or registrations; (iv) upon filing any such applications or registrations, promptly provide Collateral Agent with a copy of such applications or registrations together with any exhibits, evidence of the date filing of this Agreement which are material to any Borrower's business as currently operated and as contemplated documents requested by Collateral Agent to be operated filed for Collateral Agent to maintain the perfection and which have not yet been registered priority of its security interest in such intellectual property rights, and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registered, in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark or Copyright as material after the date of this Agreement, Borrower shall have thirty (30) days from the date of such determination to cause such Patents, Trademarks or Copyrights to be registered on an expedited basis, and (iii) those additional intellectual property rights developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by Lender, prior to the sale or licensing of such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Borrowers shall give Agent written notice of all such applications or registrations within five (5) days thereoffiling.
(bd) In connection with Borrower's obligations hereunder, Borrowers Borrower shall execute and deliver such additional instruments and documents from time to time as Lender Collateral Agent shall reasonably request to perfect Lender's and maintain the perfection and priority of Collateral Agent’s security interest in the Intellectual Property Collateral.
(ce) Borrowers Borrower shall use commercially reasonably efforts to (i) protect, defend and maintain the validity and enforceability of the Trademarks, Patents Patents, Copyrights, and Copyrights unless Borrowers have obtained the prior written consent of Lender that no such action is necessarytrade secrets, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i(ii) shall be deemed to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability detect infringements of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower, (ii) use their best efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise Lender Collateral Agent in writing of material infringements detected and (iii) not allow any material Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of LenderCollateral Agent, which shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower.
(df) Subject to attorney-client privilege, Collateral Agent may audit Borrowers' Borrower’s Intellectual Property Collateral to confirm compliance with this SectionSection 6.8, provided that Borrowers shall such audit may not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers occur more often than twice per year, unless an Event of Default has occurred and Lenderis continuing. Lender Collateral Agent shall have the right, but not the obligation, to take, at Borrowers' Borrower’s sole expense, any actions that Borrowers are Borrower is required under this Section 6.8 to take but which any Borrower fails to take, after fifteen (15) days' ’ notice to BorrowersBorrower. Borrowers Borrower shall reimburse and indemnify Collateral Agent and each Lender for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this SectionSection 6.8.
Appears in 1 contract
Samples: Loan and Security Agreement (CareView Communications Inc)
Registration of Intellectual Property Rights. (a) Each Borrower shall register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: the case may be, those registrable intellectual property rights now owned or hereafter developed or acquired by Borrower, to the extent that Borrower, in its reasonable business judgment, deems it appropriate to so protect such intellectual property rights.
(b) Borrower shall in accordance with Section 6.2(viii) give Bank written notice of any applications or registrations of intellectual property rights filed with the United States Patent and Trademark Office, including the date of such filing and the registration or application numbers, if any.
(c) Borrower shall (i) those Copyrights listed on Exhibit A to the Intellectual Property Security Agreement identified by Lender as material and those intellectual property rights listed on Exhibits B and C to the Intellectual Property Security Agreement delivered to Lender by each Borrower in connection with this Agreement, within give Bank not less than thirty (30) days prior written notice of the filing of any applications or registrations with the United States Copyright Office, including the title of such intellectual property rights to be registered, as such title will appear on such applications or registrations, and the date of this Agreement, such applications or registrations will be filed; (ii) all registrable Trademarks and Patents prior to the filing of any Borrower has developed such applications or registrations, execute such documents as Bank may reasonably request for Bank to maintain its perfection in such intellectual property rights to be registered by Borrower; (iii) upon the request of Bank, either deliver to Bank or file such documents simultaneously with the filing of any such applications or registrations; (iv) upon filing any such applications or registrations, promptly provide Bank with a copy of such applications or registrations together with any exhibits, evidence of the date filing of this Agreement which are material to any Borrower's business as currently operated and as contemplated documents requested by Bank to be operated filed for Bank to maintain the perfection and which have not yet been registered priority of its security interest in such intellectual property rights, and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registered, in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark or Copyright as material after the date of this Agreement, Borrower shall have thirty (30) days from the date of such determination to cause such Patents, Trademarks or Copyrights to be registered on an expedited basis, and (iii) those additional intellectual property rights developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by Lender, prior to the sale or licensing of such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Borrowers shall give Agent written notice of all such applications or registrations within five (5) days thereoffiling.
(bd) In connection with Borrower's obligations hereunder, Borrowers Borrower shall execute and deliver such additional instruments and documents from time to time as Lender Bank shall reasonably request to perfect Lender's and maintain the perfection and priority of Bank’s security interest in the Intellectual Property Collateral.
(ce) Borrowers Borrower shall use commercially reasonable efforts to (i) protect, defend and maintain the validity and enforceability of the its Trademarks, Patents, Copyrights, and trade secrets material to its business, (ii) detect infringements of its Trademarks, Patents and Copyrights unless Borrowers have obtained the prior written consent of Lender that no such action is necessary, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i) shall be deemed material to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower, (ii) use their best efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect its business and promptly advise Lender Bank in writing of infringements detected with respect thereto, and (iii) not allow any of its material Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of LenderBank, which shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower.
(df) Subject to attorney-client privilege, Agent Bank may audit Borrowers' Borrower’s Intellectual Property Collateral to confirm compliance with this SectionSection 6.9, provided that Borrowers shall such audit may not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers occur more often than once every six months, unless an Event of Default has occurred and Lenderis continuing. Lender Bank shall have the right, but not the obligation, to take, at Borrowers' Borrower’s sole expense, any actions that Borrowers are Borrower is required under this Section 6.9 to take but which any Borrower fails to take, after fifteen (15) days' ’ notice to BorrowersBorrower. Borrowers Borrower shall reimburse and indemnify Lender Bank for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this SectionSection 6.9.
(g) Notwithstanding anything to the contrary, unless an Event of Default has occurred and is continuing, Bank shall not require that security interests in the Collateral be perfected in any jurisdiction outside of the United States.
Appears in 1 contract
Registration of Intellectual Property Rights. Until such time as Borrower completes an Initial Public Offering:
(a) Each Borrower shall register promptly give Bank written notice of any applications or cause to be registered on an expedited basis (to the extent not already registered) registrations of intellectual property rights filed with the United States Patent and Trademark Office Office, including the date of such filing and the registration or application numbers, if any.
(b) Borrower shall (i) give Bank not less than 30 days prior written notice of the filing of any applications or registrations with the United States Copyright Office, as applicable: (i) those Copyrights listed on Exhibit A to including the Intellectual Property Security Agreement identified by Lender as material and those title of such intellectual property rights listed to be registered, as such title will appear on Exhibits B such applications or registrations, and C to the Intellectual Property Security Agreement delivered to Lender by each Borrower in connection with this Agreement, within thirty (30) days of the date of this Agreement, such applications or registrations will be filed; (ii) all registrable Trademarks and Patents prior to the filing of any Borrower has developed such applications or registrations, execute such documents as Bank may reasonably request for Bank to maintain its perfection in such intellectual property rights to be registered by Borrower; (iii) upon the request of Bank, either deliver to Bank or file such documents simultaneously with the filing of any such applications or registrations; (iv) upon filing any such applications or registrations, promptly provide Bank with a copy of such applications or registrations together with any exhibits, evidence of the date filing of this Agreement which are material to any Borrower's business as currently operated and as contemplated documents requested by Bank to be operated filed for Bank to maintain the perfection and which have not yet been registered priority of its security interest in such intellectual property rights, and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registered, in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark or Copyright as material after the date of this Agreement, Borrower shall have thirty (30) days from the date of such determination to cause such Patents, Trademarks or Copyrights to be registered on an expedited basis, and (iii) those additional intellectual property rights developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by Lender, prior to the sale or licensing of such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Borrowers shall give Agent written notice of all such applications or registrations within five (5) days thereoffiling.
(bc) In connection with Borrower's obligations hereunder, Borrowers Borrower shall execute and deliver such additional instruments and documents from time to time as Lender Bank shall reasonably request to perfect Lender's and maintain the perfection and priority of Bank’s security interest in the Intellectual Property Collateral.
(cd) Borrowers Borrower shall (i) protect, defend and maintain the validity and enforceability of the trade secrets, Trademarks, Patents and Copyrights unless Borrowers have obtained the prior written consent of Lender that no such action is necessaryCopyrights, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i(ii) shall be deemed use commercially reasonable efforts to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability detect infringements of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower, (ii) use their best efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise Lender Bank in writing of material infringements detected and (iii) not allow any material Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of LenderBank, which shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower.
(de) Subject to attorney-client privilege, Agent may audit Borrowers' Intellectual Property Collateral to confirm compliance with this Section, provided that Borrowers shall not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers and Lender. Lender Bank shall have the right, but not the obligation, to take, at Borrowers' Borrower’s sole expense, any actions that Borrowers are Borrower is required under this Section 6.8 to take but which any Borrower fails to take, after fifteen (15) 15 days' ’ notice to BorrowersBorrower. Borrowers Borrower shall reimburse and indemnify Lender Bank for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this SectionSection 6.8.
Appears in 1 contract
Samples: Loan Agreement (Lucid Inc)
Registration of Intellectual Property Rights. (a) Each Borrower shall register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: the case may be, those registerable intellectual property rights now owned or hereafter developed or acquired by Borrower, to the extent that Borrower, in its reasonable business judgment, deems it appropriate to so protect such intellectual property rights.
(b) Borrower shall promptly give Bank written notice of any applications or registrations of intellectual property rights filed with the United States Patent and Trademark Office, including the date of such filing and the registration or application numbers, if any.
(c) Borrower shall (i) those Copyrights listed on Exhibit A to give Bank not less than 30 days prior written notice of the Intellectual Property Security Agreement identified by Lender as material and those filing of any applications or registrations with the United States Copyright Office, including the title of such intellectual property rights listed to be registered, as such title will appear on Exhibits B such applications or registrations, and C the date such applications or registrations will be filed, and (ii) prior to the Intellectual Property Security Agreement delivered filing of any such applications or registrations, shall execute such documents as Bank may reasonably request for Bank to Lender maintain its perfection in such intellectual property rights to be registered by each Borrower, and upon the reasonable request of Bank, shall file such documents simultaneously with the filing of any such applications or registrations. Upon filing any such applications or registrations with the United States Copyright Office, Borrower in connection shall promptly provide Bank with this Agreement(i) a copy of such applications or registrations, within thirty (30) days of without the date of this Agreementexhibits, if any, thereto, (ii) all registrable Trademarks and Patents any Borrower has developed as evidence of the date filing of this Agreement which are material to any Borrower's business as currently operated and as contemplated documents reasonably requested by Bank to be operated filed for Bank to maintain the perfection and which have not yet been registered and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registered, priority of its security interest in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark or Copyright as material after the date of this Agreement, Borrower shall have thirty (30) days from the date of such determination to cause such Patents, Trademarks or Copyrights to be registered on an expedited basisintellectual property rights, and (iii) those additional intellectual property rights developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by Lender, prior to the sale or licensing date of such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Borrowers shall give Agent written notice of all such applications or registrations within five (5) days thereoffiling.
(bd) In connection with Borrower's obligations hereunder, Borrowers Borrower shall execute and deliver such additional instruments and documents from time to time as Lender Bank shall reasonably request to perfect Lenderand maintain the priority of Bank's security interest in the Intellectual Property Collateral, subject to Permitted Liens.
(ce) Borrowers Borrower shall (i) use commercially reasonable efforts to protect, defend and maintain the validity and enforceability of the trade secrets, Trademarks, Patents and Copyrights unless Borrowers have obtained the prior written consent of Lender that no such action is necessaryCopyrights, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i(ii) shall be deemed use commercially reasonable efforts to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability detect infringements of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower, (ii) use their best efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise Lender Bank in writing of material infringements detected and (iii) not allow any material Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of LenderBank, which shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture conditioned or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrowerdelayed.
(df) Subject to attorney-client privilege, Agent Bank may audit Borrowers' Borrower's Intellectual Property Collateral to confirm compliance with this SectionSection 6.8, provided that Borrowers shall such audit may not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers occur more often than once per year, unless an Event of Default has occurred and Lenderis continuing. Lender Bank shall have the right, but not the obligation, to take, at Borrowers' Borrower's sole expense, any actions that Borrowers are Borrower is required under this Section 6.8 to take but which any Borrower fails to take, after fifteen (15) 30 days' notice to BorrowersBorrower. Borrowers Borrower shall reimburse and indemnify Lender Bank for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this SectionSection 6.8.
Appears in 1 contract
Registration of Intellectual Property Rights. (a) Each Borrower shall register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: (i) those Copyrights listed on Exhibit A to the Intellectual Property Security Agreement identified by Lender as material and , those intellectual property rights listed on Exhibits B A, B, and C to the Intellectual Property Security Agreement delivered to Lender Bank by each Borrower in connection with this Agreement, Agreement within thirty (30) days of the date of this Agreement, (ii) all registrable Trademarks and Patents any Borrower has developed as of the date of this Agreement which are material to any Borrower's business as currently operated and as contemplated to be operated and which have not yet been registered and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registered, in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark or Copyright as material after the date of this Agreement, . Borrower shall have thirty (30) days from the date of such determination to register or cause such Patents, Trademarks or Copyrights to be registered on an expedited basiswith the United States Patent and Trademark Office or the United States Copyright Office, and (iii) as applicable, those additional intellectual property rights developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by Lender, prior to the sale or licensing of such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B B, and C). Borrowers shall give Agent written notice of all such applications or registrations within five (5) days thereof.C.
(b) In connection with Borrower's obligations hereunder, Borrowers Borrower shall execute and deliver such additional instruments and documents from time to time as Lender Bank shall reasonably request to perfect LenderBanks's security interest in the Intellectual Property Collateral.
(c) Borrowers Borrower shall (i) protect, defend and maintain the validity and enforceability of the Trademarks, Patents Patents, Copyrights, and Copyrights unless Borrowers have obtained the prior written consent of Lender that no such action is necessary, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i) shall be deemed to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from BorrowerMask Works, (ii) use their its best efforts to detect infringements of the Patents Trademarks, Patents, Copyrights and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect Mask Works and promptly advise Lender Bank in writing of material infringements detected and (iii) not allow any Trademarks, Patents Patents, Copyrights, or Copyrights Mask Works to be abandoned, forfeited or dedicated to the public without the written consent of LenderBank, which shall not be unreasonably withheld; provided, however, unless Bank determines that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood reasonable business practices suggest that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrowerabandonment is appropriate.
(d) Subject to attorney-client privilege, Agent may audit Borrowers' Intellectual Property Collateral to confirm compliance with this Section, provided that Borrowers shall not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers and Lender. Lender Bank shall have the right, but not the obligation, to take, at Borrowers' Borrower's sole expense, any actions that Borrowers are Borrower is required under this Section 6.14 to take but which any Borrower fails to take, after fifteen (15) days' notice to BorrowersBorrower. Borrowers Borrower shall reimburse and indemnify Lender Bank for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this SectionSection 6.14.
Appears in 1 contract
Registration of Intellectual Property Rights. (ai) Each Borrower shall register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: (i) those Copyrights listed on Exhibit A to the Intellectual Property Security Agreement identified by Lender as material and , those intellectual property rights listed on Exhibits A, B and C to the Intellectual Property Security Agreement delivered to the Lender by each Borrower in connection with this Agreement, Agreement within thirty (30) days of the date of this Agreement, (ii) all registrable Trademarks and Patents any Borrower has developed as of the date of this Agreement which are material to any Borrower's business as currently operated and as contemplated to be operated and which have not yet been registered and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registered, in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark or Copyright as material after the date of this Agreement, . Borrower shall have thirty (30) days from the date of such determination to register or cause such Patents, Trademarks or Copyrights to be registered on an expedited basiswith the United States Patent and Trademark Office or the United States Copyright Office, and (iii) as applicable, those additional intellectual property rights developed or acquired by any Borrower from time to time in connection with any product which is material to Borrower's business or service and reasonably deemed material by Lenderfrom which revenue in excess of $50,000 is derived in any fiscal year, prior to the sale or licensing of such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Borrowers shall give Agent written notice of all such applications or registrations within five (5) days thereof.C.
(bii) In connection with Borrower's obligations hereunder, Borrowers Borrower shall execute and deliver such additional instruments and documents from time to time as the Lender shall reasonably request to perfect the Lender's security interest in the Intellectual Property CollateralCollateral (as defined in the Intellectual Property Security Agreement).
(ciii) Borrowers Borrower shall (i) protect, defend and maintain the validity and enforceability of the Trademarks, Patents Patents, and Copyrights unless Borrowers have obtained (as such terms are defined in the prior written consent of Lender that no such action is necessary, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i) shall be deemed to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from BorrowerIntellectual Property Security Agreement), (ii) use their best commercially reasonable efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks Trademarks, Patents, and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise the Lender in writing of material infringements detected and (iii) not allow any Trademarks, Patents Patents, or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of the Lender, which shall not be unreasonably withheld; provided, however, unless the Lender determines that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood reasonable business practices suggest that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrowerabandonment is appropriate.
(div) Subject to attorney-client privilege, Agent may audit Borrowers' Intellectual Property Collateral to confirm compliance with this Section, provided that Borrowers shall not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers and Lender. Lender shall have the right, but not the obligation, to take, at Borrowers' Borrower's sole expense, any actions that Borrowers are Borrower is required under this Section to take but which any Borrower fails to take, after fifteen (15) days' notice to BorrowersBorrower. Borrowers Borrower shall reimburse and indemnify the Lender for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this Section.
Appears in 1 contract
Samples: Credit Agreement (Ditech Corp)
Registration of Intellectual Property Rights. (a) Each Borrower shall register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: (i) the case may be, those Copyrights listed on Exhibit A to the Intellectual Property Security Agreement identified by Lender as material and those registerable intellectual property rights listed on Exhibits B and C to the Intellectual Property Security Agreement delivered to Lender by each Borrower in connection with this Agreement, within thirty (30) days of the date of this Agreement, (ii) all registrable Trademarks and Patents any Borrower has developed as of the date of this Agreement which are material to any Borrower's business as currently operated and as contemplated to be operated and which have not yet been registered and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registered, in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark now owned or Copyright as material after the date of this Agreement, Borrower shall have thirty (30) days from the date of such determination to cause such Patents, Trademarks or Copyrights to be registered on an expedited basis, and (iii) those additional intellectual property rights hereafter developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by LenderBorrower, prior to the sale or licensing of extent that Borrower, in its reasonable business judgment, deems it appropriate to so protect such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Borrowers shall give Agent written notice of all such applications or registrations within five (5) days thereofrights.
(b) In connection Borrower shall promptly give Bank written notice of any applications or registrations of intellectual property rights filed with Borrower's obligations hereunderthe United States Patent and Trademark Office, Borrowers shall execute including the date of such filing and deliver such additional instruments and documents from time to time as Lender shall reasonably request to perfect Lender's security interest in the Intellectual Property Collateralregistration or application numbers, if any.
(c) Borrowers Borrower shall (i) protect, defend and maintain the validity and enforceability of the trade secrets, Trademarks, Patents and Copyrights unless Borrowers have obtained material to the prior written consent ordinary conduct of Lender that no such action is necessary, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i) shall be deemed to have occurred for failure its business as determined by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower, (ii) use their best commercially reasonable efforts to detect infringements of the such material Trademarks, Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise Lender Bank in writing of material infringements detected and (iii) not allow any material Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of LenderBank, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower.
(d) Subject to attorney-client privilege, Agent Bank may audit Borrowers' upon prior reasonable written notice Borrower's Intellectual Property Collateral to confirm compliance with this SectionSection 6.8, provided that Borrowers shall such audit may not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers occur more often than twice per year, unless an Event of Default has occurred and Lenderis continuing. Lender Bank shall have the right, but not the obligation, to take, at Borrowers' Borrower's sole expense, any actions that Borrowers are Borrower is required under this Section 6.8 to take but which any Borrower fails to take, after fifteen (15) 30 days' notice to BorrowersBorrower. Borrowers Borrower shall reimburse and indemnify Lender Bank for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this SectionSection 6.8.
Appears in 1 contract
Samples: Loan and Security Agreement (Asyst Technologies Inc /Ca/)
Registration of Intellectual Property Rights. (a) Each Borrower shall register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: the case may be, those registerable intellectual property rights now owned or hereafter developed or acquired by Borrower, to the extent that Borrower, in its reasonable business judgment, deems it appropriate to so protect such intellectual property rights. Borrower shall promptly give Bank written notice of any applications or registrations of intellectual property rights filed with the United States Patent and Trademark Office, including the date of such filing and the registration or application numbers, if any. Borrower shall (i) those Copyrights listed on Exhibit A to give Bank not less than 30 days prior written notice of the Intellectual Property Security Agreement identified by Lender as material and those filing of any applications or registrations with the United States Copyright Office, including the title of such intellectual property rights listed to be registered, as such title will appear on Exhibits B such applications or registrations, and C the date such applications or registrations will be filed, and (ii) prior to the Intellectual Property Security Agreement delivered filing of any such applications or registrations, shall execute such documents as Bank may reasonably request for Bank to Lender maintain its perfection in such intellectual property rights to be registered by each Borrower, and upon the request of Bank, shall file such documents simultaneously with the filing of any such applications or registrations. Upon filing any such applications or registrations with the United States Copyright Office, Borrower in connection shall promptly provide Bank with this Agreement(i) a copy of such applications or registrations, within thirty (30) days of without the date of this Agreementexhibits, if any, thereto, (ii) all registrable Trademarks and Patents any Borrower has developed as evidence of the date filing of this Agreement which are material to any Borrower's business as currently operated and as contemplated documents requested by Bank to be operated filed for Bank to maintain the perfection and which have not yet been registered and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registered, priority of its security interest in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark or Copyright as material after the date of this Agreement, Borrower shall have thirty (30) days from the date of such determination to cause such Patents, Trademarks or Copyrights to be registered on an expedited basisintellectual property rights, and (iii) those additional intellectual property rights developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by Lender, prior to the sale or licensing date of such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C)filing. Borrowers shall give Agent written notice of all such applications or registrations within five (5) days thereof.
(b) In connection with Borrower's obligations hereunder, Borrowers Borrower shall execute and deliver such additional instruments and documents from time to time as Lender Bank shall reasonably request to perfect Lenderand maintain the priority of Bank's security interest in the Intellectual Property Collateral.
(c) Borrowers . Borrower shall (i) protect, defend and maintain the validity and enforceability of the trade secrets, Trademarks, Patents and Copyrights unless Borrowers have obtained the prior written consent of Lender that no such action is necessaryCopyrights, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i(ii) shall be deemed use commercially reasonable efforts to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability detect infringements of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower, (ii) use their best efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise Lender Bank in writing of material infringements detected and (iii) not allow any material Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of LenderBank, which shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower.
(d) Subject to attorney-client privilege, Agent . Bank may audit Borrowers' Borrower's Intellectual Property Collateral to confirm compliance with this Section, provided that Borrowers shall such audit may not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers occur more often than twice per year, unless an Event of Default has occurred and Lenderis continuing. Lender Bank shall have the right, but not the obligation, to take, at Borrowers' Borrower's sole expense, any actions that Borrowers are Borrower is required under this Section to take but which any Borrower fails to take, after fifteen (15) 15 days' notice to BorrowersBorrower. Borrowers Borrower shall reimburse and indemnify Lender Bank for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this Section.
Appears in 1 contract
Registration of Intellectual Property Rights. (a) Each Borrower shall register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: (i) those Copyrights listed on Exhibit A to the Intellectual Property Security Agreement identified by Lender as material and , those intellectual property rights listed on Exhibits A, B and C to the Intellectual Property Security Agreement delivered to Lender Bank by each Borrower in connection with this Agreement, Agreement within thirty (30) days of the date of this Agreement. Borrower shall, (ii) on an expedited basis, register or cause to be registered with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, and notify Bank of, all registrable Trademarks and Patents any registerable intellectual property rights Borrower has developed as of the date of this Agreement which are material but heretofore failed to any Borrower's business as currently operated register and as contemplated to be operated and which have not yet been registered and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registered, in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark or Copyright as material after the date of this Agreement, give Bank notice thereof. Borrower shall have thirty (30) days from the date of such determination to register or cause such Patents, Trademarks or Copyrights to be registered on an expedited basiswith the United States Patent and Trademark Office or the United States Copyright Office, as applicable, and (iii) notify Bank of those additional intellectual property rights developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by Lender, prior to the sale or licensing of such product or the rendering of such service to any third party, party and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Borrowers ) and shall give Agent written Bank notice of all such applications or registrations within five (5) days thereof.
(b) In connection with Borrower's obligations hereunder, Borrowers Borrower shall execute and deliver such additional instruments and documents from time to time as Lender Bank shall reasonably request to perfect LenderBank's security interest in the Intellectual Property Collateral.
(c) Borrowers Borrower shall (i) protect, defend and maintain the validity and enforceability of the Trademarks, Patents and Copyrights unless Borrowers have obtained the prior written consent of Lender that no such action is necessaryCopyrights, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i(ii) shall be deemed use its best efforts to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability detect infringements of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower, (ii) use their best efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise Lender Bank in writing of material infringements detected and (iii) not allow any material Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of LenderBank, which shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower.
(d) Subject to attorney-client privilege, Agent may audit Borrowers' Intellectual Property Collateral to confirm compliance with this Section, provided that Borrowers shall not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers and Lender. Lender shall have the right, but not the obligation, to take, at Borrowers' sole expense, any actions that Borrowers are required under this Section to take but which any Borrower fails to take, after fifteen (15) days' notice to Borrowers. Borrowers shall reimburse and indemnify Lender for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this Section.
Appears in 1 contract
Registration of Intellectual Property Rights. (a) Each Borrower shall register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: (i) those Copyrights listed on Exhibit A to the Intellectual Property Security Agreement identified by Lender as material and , those intellectual property rights listed on Exhibits A, B and C to the Intellectual Property Security Agreement delivered to Lender Bank by each Borrower in connection with this Agreement, Agreement within thirty (30) days of the date of this Agreement, (ii) all registrable Trademarks Agreement and Patents any Borrower has developed as of the date of this Agreement which are material in form and substance reasonably acceptable to any Borrower's business as currently operated and as contemplated to be operated and which have not yet been registered and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registered, in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark or Copyright as material after the date of this Agreement, legal counsel. Borrower shall have thirty (30) days from the date of such determination to register or cause such Patents, Trademarks or Copyrights to be registered on an expedited basiswith the United States Patent and Trademark Office or the United States Copyright Office, and (iii) as applicable, those additional intellectual property rights developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by Lender, prior to the sale or licensing of such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Borrowers C and in form and substance reasonably acceptable to Borrower's legal counsel, unless Borrower, in the exercise of its prudent business judgment, deems such registration not to have any significant commercial value, provided that Borrower shall give Agent written notice in all cases register in accordance with this Section 6.11 the copyright of all such applications the source code of any software, the licensing of which generates 5 percent or registrations within five (5) days thereofmore of Borrower's gross revenue in any calendar month.
(b) In connection with Borrower's obligations hereunder, Borrowers Borrower shall execute and deliver such additional instruments and documents from time to time as Lender Bank shall reasonably request to perfect LenderBank's security interest in the Intellectual Property Collateral.
(c) Borrowers Borrower shall (i) protect, defend and maintain the validity and enforceability of the Trademarks, Patents and Copyrights unless Borrowers have obtained the prior written consent of Lender that no such action is necessaryCopyrights, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i(ii) shall be deemed use its best efforts to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability detect infringements of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower, (ii) use their best efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise Lender Bank in writing of material infringements detected and (iii) not allow any Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of LenderBank, which shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower.
(d) Subject to attorney-client privilege, Agent may audit Borrowers' Intellectual Property Collateral to confirm compliance with this Section, provided that Borrowers shall not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers and Lender. Lender Bank shall have the right, but not the obligation, to take, at Borrowers' Borrower's sole expense, any actions that Borrowers are Borrower is required under this Section 6.11 to take but which any Borrower fails to take, after fifteen (15) days' notice to BorrowersBorrower. Borrowers Borrower shall reimburse and indemnify Lender Bank for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this SectionSection 6.11.
Appears in 1 contract
Registration of Intellectual Property Rights. (a) Each Borrower shall register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: the case may be, those registerable intellectual property rights now owned or hereafter developed or acquired by Borrower, to the extent that Borrower, in its reasonable business judgment, deems it appropriate to so protect such intellectual property rights by registration.
(b) Borrower shall promptly give Bank written notice of any applications or registrations of intellectual property rights filed with the United States Patent and Trademark Office, including the date of such filing and the registration or application numbers, if any. Borrower (i) those Copyrights listed on Exhibit A to shall give Bank not less than 30 days prior written notice of the Intellectual Property Security Agreement identified by Lender as material and those filing of any applications or registrations with the United States Copyright Office, including the title of such intellectual property rights listed to be registered, as such title will appear on Exhibits B such applications or registrations, and C the date such applications or registrations will be filed, and (ii) prior to the Intellectual Property Security Agreement delivered filing of any such applications or registrations, shall execute such documents as Bank may reasonably request for Bank to Lender maintain its perfection in such intellectual property rights to be registered by each Borrower, and upon the request of Bank, shall file such documents simultaneously with the filing of any such applications or registrations. Upon filing any such applications or registrations with the United States Copyright Office, Borrower in connection shall promptly provide Bank with this Agreement(i) a copy of such applications or registrations, within thirty (30) days of without the date of this Agreementexhibits, if any, thereto, (ii) all registrable Trademarks and Patents any Borrower has developed as evidence of the date filing of this Agreement which are material to any Borrower's business as currently operated and as contemplated documents requested by Bank to be operated filed for Bank to maintain the perfection and which have not yet been registered and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registered, priority of its security interest in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark or Copyright as material after the date of this Agreement, Borrower shall have thirty (30) days from the date of such determination to cause such Patents, Trademarks or Copyrights to be registered on an expedited basisintellectual property rights, and (iii) those additional intellectual property rights developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by Lender, prior to the sale or licensing date of such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Borrowers shall give Agent written notice of all such applications or registrations within five (5) days thereofSling.
(bc) In connection with Borrower's obligations hereunder, Borrowers Borrower shall execute and deliver such additional instruments and documents from time to time as Lender Bank shall reasonably request to perfect Lender's and maintain the priority of Bank’s security interest in the Intellectual Property Collateral.
(c) Borrowers . Borrower shall (i) protect, defend and maintain the validity and enforceability of the trade secrets, Trademarks, Patents and Copyrights unless Borrowers have obtained Copyrights, to the prior written consent of Lender that no such action is necessaryextent Borrower determines, which consent shall not be unreasonably withheld; provided, howeverin its reasonable business judgment, that no breach of this Section 6.9(c)(i) shall be deemed it is appropriate to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability such intellectual property rights, (ii) use commercially reasonable efforts to detect infringements of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower, (ii) use their best efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise Lender Bank in writing of material infringements detected and (iii) not allow any material Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without except to the written consent of Lender, which shall not be unreasonably withheld; provided, however, extent that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such Borrower determines in its reasonable business judgment that abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borroweris appropriate.
(d) Subject to attorney-client privilege, Agent Bank may audit Borrowers' Borrower’s Intellectual Property Collateral to confirm compliance with this Section, provided that Borrowers shall such audit may not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers occur more often than twice per year, unless an Event of Default has occurred and Lenderis continuing. Lender Bank shall have the right, but not the obligation, to take, at Borrowers' Borrower’s sole expense, any actions that Borrowers are Borrower is required under this Section to take but which any Borrower fails to take, after fifteen (15) 15 days' ’ notice to BorrowersBorrower. Borrowers Borrower shall reimburse and indemnify Lender Bank for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this Section.
Appears in 1 contract
Registration of Intellectual Property Rights. (a) Each Borrower shall register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: (i) the case may be, those Copyrights listed on Exhibit A to the Intellectual Property Security Agreement identified by Lender as material and those registrable intellectual property rights listed on Exhibits B and C to the Intellectual Property Security Agreement delivered to Lender by each Borrower in connection with this Agreement, within thirty (30) days of the date of this Agreement, (ii) all registrable Trademarks and Patents any Borrower has developed as of the date of this Agreement which are material to any Borrower's business as currently operated and as contemplated to be operated and which have not yet been registered and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registered, in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark now owned or Copyright as material after the date of this Agreement, Borrower shall have thirty (30) days from the date of such determination to cause such Patents, Trademarks or Copyrights to be registered on an expedited basis, and (iii) those additional intellectual property rights hereafter developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by LenderBorrowers, prior to the sale or licensing of extent that a Borrower, in its reasonable business judgment, deems it appropriate to so protect such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Borrowers shall give Agent written notice of all such applications or registrations within five (5) days thereofrights.
(b) In connection Each Borrower shall promptly give Bank written notice of any applications or registrations of intellectual property rights filed with the United States Patent and Trademark Office, including the date of such filing and the registration or application numbers, if any.
(c) Each Borrower shall (i) give Bank not less than 30 days prior written notice of the filing of any applications or registrations with the United States Copyright Office, including the title of such intellectual property rights to be registered, as such title will appear on such applications or registrations, and the date such applications or registrations will be filed; (ii) prior to the filing of any such applications or registrations, execute such documents as Bank may reasonably request for Bank to maintain its perfection in such intellectual property rights to be registered by a Borrower's obligations hereunder; (iii) upon the request of Bank, Borrowers either deliver to Bank or file such documents simultaneously with the filing of any such applications or registrations; (iv) upon filing any such applications or registrations, promptly provide Bank with a copy of such applications or registrations together with any exhibits, evidence of the filing of any documents requested by Bank to be filed for Bank to maintain the perfection and priority of its security interest in such intellectual property rights, and the date of such filing.
(d) Each Borrower shall execute and deliver such additional instruments and documents from time to time as Lender Bank shall reasonably request to perfect Lender's and maintain the perfection and priority of Bank’s security interest in the Intellectual Property Collateral.
(ce) Borrowers Each Borrower shall (i) protect, defend and maintain the validity and enforceability of the trade secrets, Trademarks, Patents and Copyrights unless Borrowers have obtained the prior written consent of Lender that no such action is necessaryCopyrights, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i(ii) shall be deemed use commercially reasonable efforts to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability detect infringements of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower, (ii) use their best efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise Lender Bank in writing of material infringements detected and (iii) not allow any material Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of LenderBank, which shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower.
(df) Subject to attorney-client privilege, Agent Bank may audit Borrowers' ’ Intellectual Property Collateral to confirm compliance with this SectionSection 6.8, provided that Borrowers shall such audit may not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers occur more often than twice per year, unless an Event of Default has occurred and Lenderis continuing. Lender Bank shall have the right, but not the obligation, to take, at Borrowers' ’ sole expense, any actions that Borrowers are a Borrower is required under this Section 6.8 to take but which any Borrower fails Borrowers fail to take, after fifteen (15) 15 days' ’ notice to Borrowers. Borrowers shall reimburse and indemnify Lender Bank for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this SectionSection 6.8.
Appears in 1 contract
Registration of Intellectual Property Rights. (a) Each Borrower shall register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: (i) those Copyrights listed on Exhibit A to the Intellectual Property Security Agreement identified by Lender as material and , those intellectual property rights listed on Exhibits EXHIBITS A, B and C to the Intellectual Property Collateral Assignment, Patent Mortgage and Security Agreement delivered to Lender Lenders by each Borrower in connection with this Agreement, Agreement within thirty (30) days of the date of this Agreement, (ii) all registrable Trademarks and Patents any Borrower has developed as of the date of this Agreement which are material to any Borrower's business as currently operated and as contemplated to be operated and which have not yet been registered and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registered, in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark or Copyright as material after the date of this Agreement, . Borrower shall have thirty (30) days from the date of such determination to register or cause such Patents, Trademarks or Copyrights to be registered on an expedited basiswith the United States Patent and Trademark Office or the United States Copyright Office, and (iii) as applicable, those additional intellectual property rights developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by Lenderproduct, prior to the sale or licensing of such product or the rendering of such service to any third partyparty including, and prior to any Borrower's use of such product (including without limitation major limitation, revisions or additions to the intellectual property rights listed on such Exhibits EXHIBITS A, B and C), provided that, (i) in the case of copyrights to be registered with the United States Copyright Office, Borrower shall have 90 days after the date of any such sale or licensing in which to so register such copyrights, and (ii) in the case of patents, Borrower shall be required to file applications for such patents within a reasonable time after the date of any such sale or licensing and thereafter diligently pursue the same. Borrowers Borrower shall give Agent provide to Lenders, at least quarterly, a written notice report as to all such additional intellectual property rights, including, without limitation, revisions or additions to the intellectual property rights listed on such EXHIBITS A, B and C, together with copies of all such applications filings with respect thereto made with United States Patent and Trademark Office or registrations within five (5) days thereof.
(b) In connection with Borrower's obligations hereunderthe United States Copyright Office, Borrowers as applicable. Borrower shall execute and deliver such additional instruments and documents from time to time as Lender Lenders shall reasonably request to perfect Lender's Lenders' security interest interests in the Intellectual Property Collateralsuch additional intellectual property rights.
(c) Borrowers shall (i) protect, defend and maintain the validity and enforceability of the Trademarks, Patents and Copyrights unless Borrowers have obtained the prior written consent of Lender that no such action is necessary, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i) shall be deemed to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower, (ii) use their best efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise Lender in writing of infringements detected and (iii) not allow any Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of Lender, which shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower.
(d) Subject to attorney-client privilege, Agent may audit Borrowers' Intellectual Property Collateral to confirm compliance with this Section, provided that Borrowers shall not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers and Lender. Lender shall have the right, but not the obligation, to take, at Borrowers' sole expense, any actions that Borrowers are required under this Section to take but which any Borrower fails to take, after fifteen (15) days' notice to Borrowers. Borrowers shall reimburse and indemnify Lender for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this Section.
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Registration of Intellectual Property Rights. (a) Each Borrower shall register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: (i) those Copyrights listed on Exhibit A to the Intellectual Property Security Agreement identified by Lender as material and , those intellectual property rights listed on Exhibits A, B and C to the Intellectual Property Security Agreement delivered to Lender Bank by each Borrower in connection with this Agreement, Agreement within thirty (30) days of the date of this Agreement, (ii) all registrable Trademarks and Patents any Borrower has developed as of the date of this Agreement which are material to any Borrower's business as currently operated and as contemplated to be operated and which have not yet been registered and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registered, in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark or Copyright as material after the date of this Agreement, . Borrower shall have thirty (30) days from the date of such determination to register or cause such Patents, Trademarks or Copyrights to be registered on an expedited basiswith The United States Patent and Trademark Office or the United States Copyright Office, and (iii) as applicable, those additional intellectual property rights developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by Lender, prior to the sale or licensing of such product or the rendering of such service to any my third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on am such Exhibits A, B and C). Borrowers shall give Agent written notice of all such applications or registrations within five (5) days thereof.C.
(b) In connection with Borrower's obligations hereunder, Borrowers Borrower shall execute and deliver such additional instruments and documents from time to time as Lender Bank shall reasonably request to perfect LenderBank's security interest in the Intellectual Property Collateral.
(c) Borrowers Borrower shall (i) protectuse reasonable commercial efforts to Protect, defend and maintain the validity and enforceability of the Trademarks, Patents and Copyrights unless Borrowers have obtained the prior written consent of Lender that no such action is necessaryCopyrights, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i(ii) shall be deemed use its best efforts to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability detect infringements of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower, (ii) use their best efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise Lender Bank in writing of infringements detected and (iii) not allow any material Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of LenderBank, which shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower.
(d) Subject to attorney-client privilege, Agent Bank may audit Borrowers' Borrower's Intellectual Property Collateral at Bank's expense, unless an Event of Default is continuing, to confirm compliance with this SectionSection 6.12, provided that Borrowers shall such audit may not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers occur more often than once per year, unless an Event of Default has occurred and Lenderis continuing. Lender Bank shall have the right, but not the obligation, to take, at Borrowers' Borrower's sole expense, any actions that Borrowers are Borrower is required under this Section 6.12 to take but which any Borrower fails to take, after fifteen (15) days' notice to BorrowersBorrower. Borrowers Borrower shall reimburse and indemnify Lender Bank for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this SectionSection 6.12.
Appears in 1 contract
Samples: Loan and Security Agreement (Women Com Networks Inc)
Registration of Intellectual Property Rights. (a) Each Borrower Guarantor shall register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office, the United States Copyright Office and the Israeli Registrar of Patents and Trademarks, as the case may be, those registrable intellectual property rights now owned or hereafter developed or acquired by Guarantor, to the extent that Guarantor, in its reasonable business judgment, deems it appropriate to so protect such intellectual property rights. Guarantor shall promptly give Lender written notice of any applications or registrations of intellectual property rights filed with the United States Patent and Trademark Office or Israeli Registrar of Patents and Trademarks, including the date of such filing and the registration or application numbers, if any. Guarantor shall (i) give Lender not less than 30 days prior written notice of the filing of any applications or registrations with the United States Copyright Office, as applicable: (i) those Copyrights listed on Exhibit A to including the Intellectual Property Security Agreement identified by Lender as material and those title of such intellectual property rights listed to be registered, as such title will appear on Exhibits B such applications or registrations, and C to the Intellectual Property Security Agreement delivered to Lender by each Borrower in connection with this Agreement, within thirty (30) days of the date of this Agreement, such applications or registrations will be filed; (ii) all registrable Trademarks and Patents prior to the filing of any Borrower has developed such applications or registrations, execute such documents as Lender may reasonably request for Lender to maintain its perfection in such intellectual property rights to be registered by Guarantor; (iii) upon the request of Lender, either deliver to Lender or file such documents simultaneously with the filing of any such applications or registrations; (iv) upon filing any such applications or registrations, promptly provide Lender with a copy of such applications or registrations together with any exhibits, evidence of the date filing of this Agreement which are material to any Borrower's business as currently operated and as contemplated documents requested by Lender to be operated filed for Lender to maintain the perfection and which have not yet been registered priority of its security interest in such intellectual property rights, and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registered, in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark or Copyright as material after the date of this Agreement, Borrower shall have thirty (30) days from the date of such determination to cause such Patents, Trademarks or Copyrights to be registered on an expedited basis, and (iii) those additional intellectual property rights developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by Lender, prior to the sale or licensing of such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C)filing. Borrowers shall give Agent written notice of all such applications or registrations within five (5) days thereof.
(b) In connection with Borrower's obligations hereunder, Borrowers Lender shall execute and deliver such additional instruments and documents from time to time as Lender shall reasonably request to perfect and maintain the perfection and priority of Lender's ’s security interest in the Intellectual Property Collateral.
(c) Borrowers . Guarantor shall (i) protect, defend and maintain the validity and enforceability of the trade secrets, Trademarks, Patents and Copyrights unless Borrowers have obtained the prior written consent of Lender that no such action is necessaryCopyrights, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i(ii) shall be deemed use commercially reasonable efforts to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability detect infringements of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower, (ii) use their best efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise Lender in writing of material infringements detected and (iii) not allow any material Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of Lender, which shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and . Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower.
(d) Subject to attorney-client privilege, Agent may audit Borrowers' Lender’s Intellectual Property Collateral to confirm compliance with this SectionSection 3.2, provided that Borrowers shall such audit may not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers occur more often than twice per year, unless an Event of Default has occurred and Lenderis continuing. Lender shall have the right, but not the obligation, to take, at Borrowers' Guarantor’s sole expense, any actions that Borrowers are Guarantor is required under this Section 3.2 to take but which any Borrower Guarantor fails to take, after fifteen (15) 15 days' ’ notice to BorrowersGuarantor. Borrowers Guarantor shall reimburse and indemnify Lender for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this SectionSection 3.2.
Appears in 1 contract
Registration of Intellectual Property Rights. (a) Each Borrower shall register or cause to be registered on an expedited basis (i) give Bank written notice prior to the extent not already registered) filing of any applications or registrations of intellectual property rights with the United States Copyright Office and/or with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: (i) those Copyrights listed on Exhibit A to the Intellectual Property Security Agreement identified by Lender as material and those intellectual property rights listed on Exhibits B and C to the Intellectual Property Security Agreement delivered to Lender by each Borrower in connection with this Agreement, within thirty (30) days of the date of this Agreement, (ii) all registrable Trademarks and Patents any Borrower has developed as of the date of this Agreement which are material to any Borrower's business as currently operated and as contemplated to be operated and which have not yet been registered and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registered, in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark or Copyright as material after the date of this Agreement, Borrower shall have thirty (30) days from including the date of such determination filing and the registration or application numbers, if any, execute such documents as Bank may reasonably request for Bank to cause maintain its perfection in such Patents, Trademarks or Copyrights intellectual property rights to be registered on an expedited basisby Borrower; (ii) upon the request of Bank, and either deliver to Bank or file such documents simultaneously with the filing of any such applications or registrations; (iii) those additional intellectual property rights developed upon filing any such applications or acquired by any Borrower from time to time registrations, promptly (unless alternative timing is specified in connection Section 6.2) provide Bank with any product or service and reasonably deemed material by Lender, prior to the sale or licensing a copy of such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Borrowers shall give Agent written notice of all such applications or registrations within five (5) days thereoftogether with any exhibits, evidence of the filing of any documents requested by Bank to be filed for Bank to maintain the perfection and “priority of its security interest in such intellectual property rights, and the date of such filing.
(b) In connection with Borrower's obligations hereunder, Borrowers Borrower shall execute and deliver such additional instruments and documents from time to time as Lender Bank shall reasonably request to perfect Lender's and maintain the perfection and priority of Bank’s security interest in the Intellectual Property Collateral.
(c) Borrowers Borrower shall (i) protect, defend and maintain the validity and enforceability of the Trademarks, Patents Patents, Copyrights, and Copyrights unless Borrowers have obtained the prior written consent of Lender that no such action is necessarytrade secrets, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i(ii) shall be deemed to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability detect infringements of the Trademarkstrademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower, (ii) use their best efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise Lender Bank in writing of material infringements detected and (iii) not allow any material Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of LenderBank, which shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower.
(d) Subject to attorney-client privilege, Agent Bank may audit Borrowers' Borrower’s Intellectual Property Collateral to confirm compliance with Section 6.2 and this SectionSection 6.8, provided that Borrowers shall such audit may not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers occur more often than twice per year, unless an Event of Default has occurred and Lenderis continuing. Lender Bank shall have the right, but not the obligation, to take, at Borrowers' Borrower’s sole expense, any actions that Borrowers are Borrower is required under this Section 6.8 to take but which any Borrower fails to take, after fifteen (15) days' ’ notice to BorrowersBorrower. Borrowers Borrower shall reimburse and indemnify Lender Bank for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this SectionSection 6.8.
Appears in 1 contract
Samples: Loan and Security Agreement (Everside Health Group, Inc.)
Registration of Intellectual Property Rights. (a) Each Borrower shall register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: the case may be, those registrable intellectual property rights now owned or hereafter developed or acquired by Borrower, to the extent that Borrower, in its reasonable business judgment, deems it appropriate to so protect such intellectual property rights.
(b) Borrower shall (i) those Copyrights listed on Exhibit A to the Intellectual Property Security Agreement identified by Lender as material and those intellectual property rights listed on Exhibits B and C to the Intellectual Property Security Agreement delivered to Lender by each Borrower in connection with this Agreement, within give Bank not less than thirty (30) days prior written notice of the filing of any applications or registrations with the United States Copyright Office, including the title of such intellectual property rights to be registered, as such title will appear on such applications or registrations, and the date of this Agreement, such applications or registrations will be filed; (ii) all registrable Trademarks and Patents prior to the filing of any Borrower has developed such applications or registrations, execute such documents as Bank may reasonably request for Bank to maintain its perfection in such intellectual property rights to be registered by Borrower; (iii) upon the request of Bank, either deliver to Bank or file such documents simultaneously with the filing of any such applications or registrations; (iv) upon filing any such applications or registrations, promptly provide Bank with a copy of such applications or registrations together with any exhibits, evidence of the date filing of this Agreement which are material to any Borrower's business as currently operated and as contemplated documents requested by Bank to be operated filed for Bank to maintain the perfection and which have not yet been registered priority of its security interest in such intellectual property rights, and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registered, in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark or Copyright as material after the date of this Agreement, Borrower shall have thirty (30) days from the date of such determination to cause such Patents, Trademarks or Copyrights to be registered on an expedited basis, and (iii) those additional intellectual property rights developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by Lender, prior to the sale or licensing of such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Borrowers shall give Agent written notice of all such applications or registrations within five (5) days thereoffiling.
(bc) In connection with Borrower's obligations hereunder, Borrowers Borrower shall execute and deliver such additional instruments and documents from time to time as Lender Bank shall reasonably request to perfect Lender's and maintain the perfection and priority of Bank’s security interest in the Intellectual Property Collateral.
(cd) Borrowers Borrower shall use commercially reasonably efforts to (i) protect, defend and maintain the validity and enforceability of the material Trademarks, Patents Patents, Copyrights, and Copyrights unless Borrowers have obtained the prior written consent of Lender that no such action is necessarytrade secrets, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i) shall be deemed to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower, (ii) use their best efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise Lender in writing of infringements detected and (iii) not allow any material Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of LenderBank, which shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower.
(de) Subject to attorney-client privilege, Agent Bank may audit Borrowers' Borrower’s Intellectual Property Collateral to confirm compliance with this SectionSection 6.8, provided that Borrowers shall such audit may not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers occur more often than twice per year, unless an Event of Default has occurred and Lenderis continuing. Lender Bank shall have the right, but not the obligation, to take, at Borrowers' Borrower’s sole expense, any actions that Borrowers are Borrower is required under this Section 6.8 to take but which any Borrower fails to take, after fifteen (15) days' ’ notice to BorrowersBorrower. Borrowers Borrower shall reimburse and indemnify Lender Bank for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this SectionSection 6.8.
Appears in 1 contract
Samples: Loan and Security Agreement (Egain Communications Corp)
Registration of Intellectual Property Rights. (a) Each Borrower shall register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: (i) those Copyrights listed on Exhibit A to the Intellectual Property Security Agreement identified by Lender as material and , those intellectual property rights listed on Exhibits A, B and C to the Intellectual Property Security Agreement delivered to Lender Bank by each Borrower in connection with this Agreement, Agreement within thirty (30) days of the date of this Agreement, (ii) all registrable Trademarks and Patents any . Borrower has developed as of the date of this Agreement which are material to any Borrower's business as currently operated and as contemplated shall register or cause to be operated filed and/or registered (as applicable) with the United States Patent and which have not yet been registered and all Copyrights reasonably identified by Lender Trademark Office or the United States Copyright Office, as material Copyrights and which have not yet been registeredapplicable, in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark or Copyright as material after the date of this Agreement, Borrower shall have thirty (30) days from the date of such determination to cause such Patents, Trademarks or Copyrights to be registered on an expedited basis, and (iii) those additional intellectual property rights developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by Lender, prior to the sale or licensing of such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Borrowers shall give Agent written notice of all such applications C. Notwithstanding the foregoing, Borrower may use its reasonable business judgment in determining whether to apply for patent, copyright or registrations within five (5) days thereoftrademark protection with the appropriate office or offices, so long as Borrower protects its intellectual property rights in a commercially reasonable manner.
(b) In connection with Borrower's obligations hereunder, Borrowers Borrower shall execute and deliver such additional instruments and documents from time to time as Lender Bank shall reasonably request to perfect Lender's security interest evidence the negative pledge in favor of the Intellectual Property CollateralBank.
(c) Borrowers Borrower shall (i) protect, defend and maintain the validity and enforceability of the Trademarks, Patents Patents, Copyrights, and Copyrights unless Borrowers have obtained the prior written consent of Lender that no such action is necessary, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i) shall be deemed to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from BorrowerMask Works, (ii) use their its best efforts to detect infringements of the Patents Trademarks, Patents, Copyrights and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect Mask Works and promptly advise Lender Bank in writing of material infringements detected and (iii) not allow any Trademarks, Patents Patents, Copyrights, or Copyrights Mask Works to be abandoned, forfeited or dedicated to the public without the written consent of LenderBank, which shall not be unreasonably withheld; provided, however, unless Bank determines that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood reasonable business practices suggest that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrowerabandonment is not appropriate.
(d) Subject to attorney-client privilege, Agent may audit Borrowers' Intellectual Property Collateral to confirm compliance with this Section, provided that Borrowers shall not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers and Lender. Lender Bank shall have the right, but not the obligation, to take, at Borrowers' Borrower's sole expense, any actions that Borrowers are Borrower is required under this Section 6.11 to take but which any Borrower fails to take, after fifteen (15) days' notice to BorrowersBorrower. Borrowers Borrower shall reimburse and indemnify Lender Bank for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this SectionSection 6.11.
Appears in 1 contract
Registration of Intellectual Property Rights. (ai) Each Borrower shall register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: (i) the case may be, those Copyrights listed on Exhibit A to the Intellectual Property Security Agreement identified by Lender as material and those registrable intellectual property rights listed on Exhibits B and C now owned or hereafter developed or acquired by Borrower, to the Intellectual Property Security Agreement delivered extent that Borrower, in its reasonable business judgment, deems it appropriate to Lender by each Borrower in connection with this Agreement, within thirty (30) days of the date of this Agreement, so protect such intellectual property rights.
(ii) all registrable Trademarks and Patents any Borrower has developed as of the date of this Agreement which are material to any Borrower's business as currently operated and as contemplated to be operated and which have not yet been registered and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registered, in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark or Copyright as material after the date of this Agreement, Borrower shall have thirty (30) days from promptly give Bank written notice of any applications or registrations of intellectual property rights filed with the United States Patent and Trademark Office, including the date of such determination to cause such Patentsfiling and the registration or application numbers, Trademarks or Copyrights to be registered on an expedited basis, and if any.
(iii) those additional shall (i) give Bank not less than 15 days prior written notice of the filing of any applications or registrations with the United States Copyright Office, including the title of such intellectual property rights developed to be registered, as such title will appear on such applications or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by Lender, prior to the sale or licensing of such product or the rendering of such service to any third partyregistrations, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Borrowers shall give Agent written notice of all date such applications or registrations within five will be filed; (5ii) days thereofprior to the filing of any such applications or registrations, execute such documents as Bank may reasonably request for Bank to maintain its perfection in such intellectual property rights to be registered by Borrower; (iii) upon the request of Bank, either deliver to Bank or file such documents simultaneously with the filing of any such applications or registrations; (iv) upon filing any such applications or registrations, promptly provide Bank with a copy of such applications or registrations together with any exhibits, evidence of the filing of any documents requested by Bank to be filed for Bank to maintain the perfection and priority of its security interest in such intellectual property rights, and the date of such filing.
(biv) In connection with Borrower's obligations hereunder, Borrowers Borrower shall execute and deliver such additional instruments and documents from time to time as Lender Bank shall reasonably request to perfect Lender's and maintain the perfection and priority of Bank’s security interest in the Intellectual Property CollateralProperty.
(cv) Borrowers Borrower shall (i) protect, defend and maintain the validity and enforceability of the trade secrets, Trademarks, Patents and Copyrights unless Borrowers have obtained the prior written consent of Lender that no such action is necessaryare material to its business, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i(ii) shall be deemed use commercially reasonable efforts to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability detect infringements of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower, (ii) use their best efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise Lender Bank in writing of material infringements detected and (iii) not allow any material Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of LenderBank, which shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower.
(dvi) Subject to attorney-client privilege, Agent Bank may audit Borrowers' Borrower’s Intellectual Property Collateral to confirm compliance with this SectionSection 6.11, provided that Borrowers shall such audit may not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers occur more often than twice per year, unless an Event of Default has occurred and Lenderis continuing. Lender Bank shall have the right, but not the obligation, to take, at Borrowers' Borrower’s sole expense, any actions that Borrowers are Borrower is required under this Section 6.11 to take but which any Borrower fails to take, after fifteen (15) 15 days' ’ notice to BorrowersBorrower. Borrowers Borrower shall reimburse and indemnify Lender Bank for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this SectionSection 6.11.
(vii) Borrower shall promptly notify Bank in writing of any event which may be reasonably expected to materially and adversely affect the value, utility of, or Borrower’s claim of ownership in or right to use any of the material Intellectual Property.
7. Section 6.12 (Further Assurances) is amended in its entirety to read as follows:
Appears in 1 contract
Registration of Intellectual Property Rights. (a) Each Without limitation on the terms of subsection “b” below, Borrower shall register give Lender quarterly written notice of any applications or cause registrations it files or obtains with respect to be registered on an expedited basis (to the extent not already registered) Intellectual Property filed with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: (i) those Copyrights listed on Exhibit A to the Intellectual Property Security Agreement identified by Lender as material and those intellectual property rights listed on Exhibits B and C to the Intellectual Property Security Agreement delivered to Lender by each Borrower in connection with this Agreement, within thirty (30) days of including the date of this Agreementany such filing and the registration or application numbers, (ii) all registrable Trademarks and Patents any Borrower has developed as of the date of this Agreement which are material to any Borrower's business as currently operated and as contemplated to be operated and which have not yet been registered and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registered, in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark or Copyright as material after the date of this Agreement, Borrower shall have thirty (30) days from the date of such determination to cause such Patents, Trademarks or Copyrights to be registered on an expedited basis, and (iii) those additional intellectual property rights developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by Lender, prior to the sale or licensing of such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Borrowers shall give Agent written notice of all such applications or registrations within five (5) days thereofif any.
(b) In connection Borrower shall (i) give Lender not less than 20 days (or such other period as may be agreed to by Lender) prior written notice of the filing of any applications or registrations with Borrower's obligations hereunderthe United States Copyright Office, Borrowers shall including the title of such intellectual property rights to be registered, as such title will appear on such applications or registrations, and the date such applications or registrations will be filed; (ii) prior to the filing of any such applications or registrations, execute and deliver such additional instruments and documents from time to time as Lender shall may reasonably request for Lender to perfect Lender's security interest maintain its perfection in the Intellectual Property Collateralrights to be registered by Borrower; (iii) upon the request of Lender, either deliver to Lender or file such documents simultaneously with the filing of any such applications or registrations; (iv) upon filing any such applications or registrations, promptly provide Lender with a copy of such applications or registrations together with any exhibits, evidence of the filing of any documents reasonably requested by Lender to be filed for Lender to maintain the perfection and priority of its security interest in such Intellectual Property rights.
Square 1 Bank Loan and Security Agreement
(c) Borrowers Borrower shall use commercially reasonable efforts to (i) protect, defend and maintain the validity and enforceability of the Trademarks, Patents and Copyrights unless Borrowers have obtained Intellectual Property material to the prior written consent conduct of Lender that no such action is necessary, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i) shall be deemed to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower’s business, (ii) use their best efforts defend infringement claims related to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyrightmaterial Intellectual Property, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise Lender in writing of infringements detected and (iii) not allow any Trademarks, Patents or Copyrights material Intellectual Property to be abandoned, forfeited or dedicated to the public without the written consent of Lender, which shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower.
(d) Subject to attorney-client privilege, Agent may audit Borrowers' Intellectual Property Collateral to confirm compliance with this Section, provided that Borrowers shall not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers and Lender. Lender shall have the right, but not the obligation, to take, at Borrowers' Borrower’s sole expense, any actions that Borrowers are Borrower is required under this Section 5.8(a) or (b) to take but which any Borrower fails to take, after fifteen (15) 15 days' ’ notice to BorrowersBorrower. Borrowers Borrower shall reimburse and indemnify Lender for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this Section.
Appears in 1 contract
Samples: Loan and Security Agreement (Xplore Technologies Corp)
Registration of Intellectual Property Rights. (a) Each The Borrower shall register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: the case may be, those registrable intellectual property rights now owned or hereafter developed or acquired by the Borrower or any Subsidiary of the Borrower, to the extent that the Borrower, in its reasonable business judgment, deems it appropriate to so protect such intellectual property rights and which are material to the Borrower’s or such Subsidiary’s business.
(b) The Borrower shall promptly give Agent written notice of any applications or registrations of intellectual property rights filed with the United States Patent and Trademark Office, including the date of such filing and the registration or application numbers, if any, unless such information is otherwise provided under Section 7.2(f).
(c) The Borrower shall (i) those Copyrights listed on Exhibit A to the Intellectual Property Security Agreement identified by Lender as material and those intellectual property rights listed on Exhibits B and C to the Intellectual Property Security Agreement delivered to Lender by each Borrower in connection with this Agreement, within give Agent not less than thirty (30) days prior written notice of the filing of any applications or registrations with the United States Copyright Office, including the title of such intellectual property rights to be registered, as such title will appear on such applications or registrations, and the date of this Agreement, such applications or registrations will be filed; (ii) all registrable Trademarks and Patents prior to the filing of any Borrower has developed such applications or registrations, execute such documents as Agent may reasonably request for Agent to maintain its perfection in such intellectual property rights to be registered by the Borrower; (iii) upon the request of the date Agent, either deliver to the Agent or file such documents simultaneously with the filing of this Agreement which are material to any Borrower's business as currently operated and as contemplated such applications or registrations; (iv) upon filing any such applications or registrations, promptly provide the Agent with a copy of such applications or registrations together with any exhibits, evidence of the filing of any documents requested by the Agent to be operated filed for the Agent to maintain the perfection and which have not yet been registered priority of its security interest in such intellectual property rights, and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registered, in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark or Copyright as material after the date of this Agreement, Borrower shall have thirty (30) days from the date of such determination to cause such Patents, Trademarks or Copyrights to be registered on an expedited basis, and (iii) those additional intellectual property rights developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by Lender, prior to the sale or licensing of such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Borrowers shall give Agent written notice of all such applications or registrations within five (5) days thereoffiling.
(bd) In connection with Borrower's obligations hereunder, Borrowers The Borrower shall execute and deliver such additional instruments and documents from time to time as Lender the Agent shall reasonably request to perfect Lender's and maintain the perfection and priority of the Agent’s security interest in the Intellectual Property Collateral.
(ce) Borrowers The Borrower shall use commercially reasonable efforts to, with regard to such intellectual property rights that are owned by the Borrower or any Subsidiary and material to the Borrower’s or such Subsidiary’s business, and in each case, only to the extent consistent with industry and prudent business practices, (i) protect, defend and maintain the validity and enforceability of the Trademarks, Patents Patents, Copyrights, and Copyrights unless Borrowers have obtained trade secrets, (ii) notify the prior written consent Agent in writing of Lender that no such action is necessary, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i) shall be deemed to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability any material infringements of the Trademarks, Patents and Copyrights if Borrowers have provided written notice owned by the Borrower or any Subsidiary of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower, (ii) use their best efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, Borrower which could reasonably be expected to have result in a Material Adverse Effect and promptly advise Lender in writing of infringements detected and (iii) not allow any material Trademarks, Patents or Copyrights owned by the Borrower to be abandoned, forfeited or dedicated to the public without except with regard to such intellectual property rights that the written consent of LenderBorrower, which shall not be unreasonably withheld; provided, however, that in its reasonable business judgment deems no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication longer material to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness Borrower’s or any of Lender's response will depend on Agent having sufficiently timely notice from Borrowerits Subsidiary’s financial condition.
(df) Subject to attorney-client privilege, The Agent may audit Borrowers' the Borrower’s and its Subsidiaries’ Intellectual Property Collateral owned by the Borrower and its Subsidiaries to confirm compliance with this SectionSection 7.18, provided that Borrowers shall such audit may not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers occur more often than twice per year, unless an Event of Default has occurred and Lenderis continuing. Lender Agent shall have the right, but not the obligation, to take, at Borrowers' the Borrower’s sole expense, any actions that Borrowers are the Borrower is required under this Section 7.18 to take but which any the Borrower fails to take, after fifteen (15) days' ’ notice to Borrowersthe Borrower. Borrowers The Borrower shall reimburse and indemnify Lender the Agent for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this SectionSection 7.18.
Appears in 1 contract
Registration of Intellectual Property Rights. (a) Each Borrower shall register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: (i) those Copyrights listed on Exhibit A to the Intellectual Property Security Agreement identified by Lender as material and , those intellectual property rights listed on Exhibits A, B and C to the Intellectual Property Security Agreement delivered to Lender Bank by each Borrower in connection with this Agreement, Agreement within thirty (30) days of the date of this Agreement, (ii) all registrable Trademarks and Patents any Borrower has developed as of the date of this Agreement which are material to any Borrower's business as currently operated and as contemplated to be operated and which have not yet been registered and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registered, in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark or Copyright as material after the date of this Agreement, . Borrower shall have thirty (30) days from the date of such determination no duty to register or cause such Patents, Trademarks or Copyrights to be registered on an expedited basiswith the United States Patent and Trademark Office or the United States Copyright Office, and (iii) as applicable, those additional intellectual property rights developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by Lender, prior to the sale or licensing of such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Borrowers shall give Agent written notice of all such applications or registrations within five (5) days thereof.C.
(b) In connection with Borrower's obligations hereunder, Borrowers Borrower shall execute and deliver such additional instruments and documents from time to time as Lender Bank shall reasonably request to perfect LenderBank's security interest in the Intellectual Property Collateral.
(c) Borrowers Borrower shall (i) protect, defend and maintain the validity and enforceability of the Trademarks, Patents and Copyrights unless Borrowers have obtained the prior written consent of Lender that no such action is necessaryCopyrights, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i(ii) shall be deemed use its best efforts to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability detect infringements of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower, (ii) use their best efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise Lender Bank in writing of material infringements detected and (iii) not allow any Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of LenderBank, which shall not be unreasonably withheld; provided, however, unless Bank determines that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood reasonable business practices suggest that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrowerabandonment is appropriate.
(d) Subject to attorney-client privilege, Agent may audit Borrowers' Intellectual Property Collateral to confirm compliance with this Section, provided that Borrowers shall not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers and Lender. Lender Bank shall have the right, but not the obligation, to take, at Borrowers' Borrower's sole expense, any actions that Borrowers are Borrower is required under this Section 6.12 to take but which any Borrower fails to take, after fifteen (15) days' notice to BorrowersBorrower. Borrowers Borrower shall reimburse and indemnify Lender Bank for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this SectionSection 6.12.
Appears in 1 contract
Samples: Loan and Security Agreement (Invision Technologies Inc)
Registration of Intellectual Property Rights. (a) Each Borrower Borrowers shall register promptly give Lender written notice of any applications or cause to be registered on an expedited basis (to the extent not already registered) registrations of intellectual property rights filed with the United States Patent and Trademark Office or the United States Copyright Canadian Intellectual Property Office, as applicable: (i) those Copyrights listed on Exhibit A to the Intellectual Property Security Agreement identified by Lender as material and those intellectual property rights listed on Exhibits B and C to the Intellectual Property Security Agreement delivered to Lender by each Borrower in connection with this Agreement, within thirty (30) days of the date of this Agreement, (ii) all registrable Trademarks and Patents any Borrower has developed as of the date of this Agreement which are material to any Borrower's business as currently operated and as contemplated to be operated and which have not yet been registered and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registered, in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark or Copyright as material after the date of this Agreement, Borrower shall have thirty (30) days from including the date of such determination to cause such Patentsfiling and the registration or application numbers, Trademarks or Copyrights to be registered on an expedited basis, and (iii) those additional intellectual property rights developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by Lender, prior to the sale or licensing of such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Borrowers shall give Agent written notice of all such applications or registrations within five (5) days thereofif any.
(b) In connection Borrowers shall (i) give Lender not less than 30 days prior written notice of the filing of any applications or registrations with Borrower's obligations hereunderthe United States Copyright Office or the Canadian Intellectual Property Office, including the title of such intellectual property rights to be registered, as such title will appear on such applications or registrations, and the date such applications or registrations will be filed; (ii) prior to the filing of any such applications or registrations, execute such documents as Lender may reasonably request for Lender to maintain its perfection in such intellectual property rights to he registered by Borrowers: (iii) upon the request of Lender, either deliver to Lender or tile such documents simultaneously with the filing of any such applications or registrations; and (iv) upon filing any such applications or registrations, promptly provide Lender with a copy of such applications or registrations together with any exhibits, evidence of the filing of any documents requested by Lender to be filed for Lender to maintain the perfection and priority of its security interest in such intellectual property rights, and the date of such tiling.
(c) Borrowers shall execute and deliver such additional instruments and documents from time to time as Lender shall reasonably request to perfect and maintain the perfection and priority of Lender's ’s security interest in the Intellectual Property Collateral.
(cd) Borrowers shall (i) protect, defend and maintain the validity and enforceability of the trade secrets, Trademarks, Patents and Copyrights unless Borrowers (other than those which have obtained the prior written consent of Lender that no such action is necessaryvalue or only de minimis value), which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i(ii) shall be deemed use commercially reasonable efforts to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability detect infringements of the Trademarks, Patents and Copyrights if Borrowers (other than those which have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower, (iino value or only de minimis value) use their best efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise Lender in writing of material infringements detected and (iii) not allow any material Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of Lender, which shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture withheld or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrowerdelayed.
(de) Subject to attorney-client privilege, Agent may audit Borrowers' Intellectual Property Collateral to confirm compliance with this Section, provided that Borrowers shall not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers and Lender. Lender shall have the right, but not the obligation, to take, at Borrowers' ’ sole expense, any actions that Borrowers are required under this Section 6 to take but which any Borrower fails Borrowers fail to take, after fifteen (15) 15 days' ’ notice to Borrowers. Borrowers shall reimburse and indemnify Lender for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this SectionSection 6.7.
Appears in 1 contract
Samples: Credit Agreement (Trupanion Inc.)
Registration of Intellectual Property Rights. (a) Each Borrower shall register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: (i) those Copyrights listed on Exhibit A to the Intellectual Property Security Agreement identified by Lender as material and those intellectual property rights listed on Exhibits A, B and C to the Intellectual Property Security Agreement delivered to Lender Bank by each Borrower in connection with this Agreement, within thirty (30) days of the date of this Agreement, (ii) all registrable Trademarks and Patents registerable intellectual property rights in Intellectual Property Collateral which constitute or give rise to more than five percent (5%) of Borrower's revenue in any given month which Borrower has developed as of the date of this Agreement which are material but heretofore failed to any Borrower's business as currently operated and as contemplated to be operated and which have not yet been registered and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registeredregister, in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark or Copyright as material after the date of this Agreement, Borrower shall have thirty (30) days from the date of such determination to cause such Patents, Trademarks or Copyrights to be registered on an expedited basis, and (iii) those additional intellectual property rights in Intellectual Property Collateral which constitute or give rise to more than five percent (5%) of Borrower's revenue in any given month which are developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by LenderBorrower's product, prior to within thirty days of the sale or licensing of such product or the rendering of such service to any third party, party and prior to any within thirty days of Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Borrowers Borrower shall give Agent written Bank notice of all such applications or registrations within five (5) days thereofregistrations.
(b) In connection with Borrower's obligations hereunder, Borrowers Borrower shall execute and deliver such additional instruments and documents from time to time as Lender Bank shall reasonably request to perfect LenderBank's security interest in the Intellectual Property Collateral.
(c) Borrowers Borrower shall (i) protect, defend and maintain the validity and enforceability of the Trademarks, Patents and Copyrights unless Borrowers have obtained the prior written consent of Lender that no such action is necessaryCopyrights, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i(ii) shall be deemed use its best efforts to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability detect infringements of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower, (ii) use their best efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise Lender Bank in writing of material infringements detected and (iii) not allow any material Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of LenderBank, which shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower.
(d) Subject to attorney-client privilege, Agent Bank may audit Borrowers' Borrower's Intellectual Property Collateral to confirm compliance with this SectionSection 6.12, provided that Borrowers shall such audit may not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers occur more often than once per year, unless an Event of Default has occurred and Lenderis continuing. Lender Bank shall have the right, but not the obligation, to take, at Borrowers' Borrower's sole expense, any actions that Borrowers are Borrower is required under this Section 6.12 to take but which any Borrower fails to take, after fifteen (15) days' notice to BorrowersBorrower. Borrowers Borrower shall reimburse and indemnify Lender Bank for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this SectionSection 6.12.
Appears in 1 contract
Registration of Intellectual Property Rights. (a) Each Borrower shall register promptly give Bank written notice of any applications or cause to be registered on an expedited basis (to the extent not already registered) registrations of intellectual property rights filed with the United States Patent and Trademark Office Office, including the date of such filing and the registration or application numbers, if any.
(b) Borrower shall (i) give Bank not less than 15 days prior written notice of the filing of any applications or registrations with the United States Copyright Office, as applicable: (i) those Copyrights listed on Exhibit A to including the Intellectual Property Security Agreement identified by Lender as material and those title of such intellectual property rights listed to be registered, as such title will appear on Exhibits B such applications or registrations, and C to the Intellectual Property Security Agreement delivered to Lender by each Borrower in connection with this Agreement, within thirty (30) days of the date of this Agreement, such applications or registrations will be filed; (ii) all registrable Trademarks and Patents prior to the filing of any Borrower has developed such applications or registrations, execute such documents as Bank may reasonably request for Bank to maintain its perfection in such intellectual property rights to be registered by Borrower; (iii) upon the request of Bank, either deliver to Bank or file such documents simultaneously with the filing of any such applications or registrations; (iv) upon filing any such applications or registrations, promptly provide Bank with a copy of such applications or registrations together with any exhibits, evidence of the date filing of this Agreement which are material to any Borrower's business as currently operated and as contemplated documents requested by Bank to be operated filed for Bank to maintain the perfection and which have not yet been registered priority of its security interest in such intellectual property rights, and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registered, in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark or Copyright as material after the date of this Agreement, Borrower shall have thirty (30) days from the date of such determination to cause such Patents, Trademarks or Copyrights to be registered on an expedited basis, and (iii) those additional intellectual property rights developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by Lender, prior to the sale or licensing of such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Borrowers shall give Agent written notice of all such applications or registrations within five (5) days thereoffiling.
(bc) In connection with Borrower's obligations hereunder, Borrowers Borrower shall execute and deliver such additional instruments and documents from time to time as Lender Bank shall reasonably request to perfect Lender's and maintain the perfection and priority of Bank’s security interest in the Intellectual Property Collateral.
(cd) Borrowers Borrower shall use commercially reasonable efforts to (i) protect, defend and maintain the validity and enforceability of the trade secrets, Trademarks, Patents and Copyrights unless Borrowers have obtained the prior written consent of Lender that no such action is necessaryCopyrights, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i(ii) shall be deemed to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability detect infringements of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower, (ii) use their best efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise Lender Bank in writing of material infringements detected and (iii) not allow any material Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of LenderBank, which shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower.
(de) Subject to attorney-client privilege, Agent may audit Borrowers' Intellectual Property Collateral to confirm compliance with this Section, provided that Borrowers shall not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers and Lender. Lender Bank shall have the right, but not the obligation, to take, at Borrowers' Borrower’s sole expense, any actions that Borrowers are Borrower is required under this Section 6.8 to take but which any Borrower fails to take, after fifteen (15) 15 days' ’ notice to BorrowersBorrower. Borrowers Borrower shall reimburse and indemnify Lender Bank for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this SectionSection 6.8.
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Registration of Intellectual Property Rights. (a) Each Borrower shall register Register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: the case may be, those registerable intellectual property rights now owned or hereafter developed or acquired by any such party, to the extent that such party, in its reasonable business judgment, deems it appropriate to so protect such intellectual property rights.
(b) Promptly give Bank written notice of any applications or registrations of intellectual property rights filed with the United States Patent and Trademark Office, including the date of such filing and the registration or application numbers, if any.
(i) those Copyrights listed on Exhibit A to Give Bank not less than 30 days prior written notice of the Intellectual Property Security Agreement identified by Lender as material and those filing of any applications or registrations with the United States Copyright Office, including the title of such intellectual property rights listed to be registered, as such title will appear on Exhibits B such applications or registrations, and C the date such applications or registrations will be filed, and (ii) prior to the Intellectual Property Security Agreement delivered filing of any such applications or registrations by Borrower, execute such documents as Bank may reasonably request for Bank to Lender maintain its perfection in such intellectual property rights to be registered by each Borrower, and upon the request of Bank, file such documents simultaneously with the filing of any such applications or registrations. Upon filing any such applications or registrations with the United States Copyright Office, Borrower in connection shall promptly provide Bank with this Agreement(i) a copy of such applications or registrations, within thirty (30) days of without the date of this Agreementexhibits, if any, thereto, (ii) all registrable Trademarks and Patents any Borrower has developed as evidence of the date filing of this Agreement which are material to any Borrower's business as currently operated and as contemplated documents requested by Bank to be operated filed for Bank to maintain the perfection and which have not yet been registered and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registered, priority of its security interest in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark or Copyright as material after the date of this Agreement, Borrower shall have thirty (30) days from the date of such determination to cause such Patents, Trademarks or Copyrights to be registered on an expedited basisintellectual property rights, and (iii) those additional intellectual property rights developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by Lender, prior to the sale or licensing date of such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Borrowers shall give Agent written notice of all such applications or registrations within five (5) days thereoffiling.
(bd) In connection with Borrower's obligations hereunder, Borrowers shall execute Execute and deliver such additional instruments and documents from time to time as Lender Bank shall reasonably request to perfect Lender's and maintain the priority of Bank’s security interest in the Intellectual Property Collateral.
(c) Borrowers shall (i) protect, defend and maintain the validity and enforceability of the trade secrets, Trademarks, Patents and Copyrights unless Borrowers have obtained the prior written consent of Lender that no such action is necessaryCopyrights, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i(ii) shall be deemed use commercially reasonable efforts to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability detect infringements of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower, (ii) use their best efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise Lender Bank in writing of material infringements detected and (iii) not allow any material Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of LenderBank, which shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower.
(df) Subject Allow Bank to attorney-client privilege, Agent may audit Borrowers' Borrower’s Intellectual Property Collateral to confirm compliance with this SectionSection 6.8, provided that Borrowers shall such audit may not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers occur more often than twice per year, unless an Event of Default has occurred and Lenderis continuing. Lender Bank shall have the right, but not the obligation, to take, at Borrowers' Borrower’s sole expense, any actions that Borrowers are Borrower is required under this Section 6.8 to take but which any Borrower fails to take, after fifteen (15) 15 days' ’ notice to BorrowersBorrower. Borrowers Borrower shall reimburse and indemnify Lender Bank for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this SectionSection 6.8.
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Registration of Intellectual Property Rights. (a) Each Borrower Borrowers shall register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or Office, the United States Copyright Office or the Canadian Intellectual Property Office, as applicable: (i) the case may be, those Copyrights listed on Exhibit A to the Intellectual Property Security Agreement identified by Lender as material and those registrable intellectual property rights listed on Exhibits B and C to the Intellectual Property Security Agreement delivered to Lender by each Borrower in connection with this Agreement, within thirty (30) days of the date of this Agreement, (ii) all registrable Trademarks and Patents any Borrower has developed as of the date of this Agreement which are material to any Borrower's business as currently operated and as contemplated to be operated and which have not yet been registered and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registered, in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark now owned or Copyright as material after the date of this Agreement, Borrower shall have thirty (30) days from the date of such determination to cause such Patents, Trademarks or Copyrights to be registered on an expedited basis, and (iii) those additional intellectual property rights hereafter developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by Lendera Borrower, prior to the sale or licensing of extent that such product or the rendering of Borrower, in its reasonable business judgment, deems it appropriate to so protect such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Borrowers shall give Agent written notice of all such applications or registrations within five (5) days thereofrights.
(b) In connection with Borrower's obligations hereunder, Borrowers shall execute promptly give Bank written notice of any applications or registrations of intellectual property rights filed with the United States Patent and deliver such additional instruments and documents from time to time as Lender shall reasonably request to perfect Lender's security interest in Trademark Office or the Canadian Intellectual Property CollateralOffice, including the date of such filing and the registration or application numbers, if any.
(c) Borrowers shall promptly give Bank written notice of any applications or registrations filed with the United States Copyright Office, including a copy of such applications or registrations.
(d) Borrowers shall (i) use commercially reasonable efforts to protect, defend and maintain the validity and enforceability of the trade secrets, Trademarks, Patents and Copyrights unless Borrowers have obtained the prior written consent of Lender that no such action is necessaryCopyrights, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i(ii) shall be deemed use commercially reasonable efforts to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability detect infringements of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower, (ii) use their best efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise Lender Bank in writing of material infringements detected and (iii) not allow any material Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of LenderBank, which shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower.
(de) Subject to attorney-client privilege, Agent Bank may audit Borrowers' either Borrower’s Intellectual Property Collateral to confirm compliance with this SectionSection 6.8, provided that Borrowers shall such audit may not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers occur more often than twice per year, unless an Event of Default has occurred and Lenderis continuing. Lender Bank shall have the right, but not the obligation, to take, at Borrowers' ’ sole expense, any actions that Borrowers are a Borrower is required under this Section 6.8 to take but which any such Borrower fails to take, after fifteen (15) 15 days' ’ notice to Borrowers. Borrowers shall reimburse and indemnify Lender Bank for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this SectionSection 6.8.
Appears in 1 contract
Registration of Intellectual Property Rights. (a) Each Borrower shall register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: the case may be, those registrable intellectual property rights now owned or hereafter developed or acquired by Borrower, to the extent that Borrower, in its reasonable business judgment, deems it appropriate to so protect such intellectual property rights.
(b) Borrower shall promptly give Bank written notice of any applications or registrations of intellectual property rights filed with the United States Patent and Trademark Office, including the date of such filing and the registration or application numbers, if any.
(c) Borrower shall (i) those Copyrights listed on Exhibit A to the Intellectual Property Security Agreement identified by Lender as material and those intellectual property rights listed on Exhibits B and C to the Intellectual Property Security Agreement delivered to Lender by each Borrower in connection with this Agreement, within give Bank not less than thirty (30) days prior written notice of the filing of any applications or registrations with the United States Copyright Office, including the title of such intellectual property rights to be registered, as such title will appear on such applications or registrations, and the date of this Agreement, such applications or registrations will be filed; (ii) all registrable Trademarks and Patents prior to the filing of any Borrower has developed such applications or registrations, after an Event of Default, execute such documents as Bank may reasonably request for Bank to maintain its perfection in such intellectual property rights to be registered by Borrower; (iii) upon the request of Bank, either deliver to Bank or file such documents simultaneously with the filing of any such applications or registrations; (iv) upon filing any such applications or registrations, promptly provide Bank with a copy of such applications or registrations together with any exhibits, evidence of the date filing of this Agreement which are material to any Borrower's business as currently operated and as contemplated documents requested by Bank to be operated filed for Bank to maintain the perfection and which have not yet been registered priority of its security interest in such intellectual property rights, and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registered, in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark or Copyright as material after the date of this Agreement, Borrower shall have thirty (30) days from the date of such determination to cause such Patents, Trademarks or Copyrights to be registered on an expedited basis, and (iii) those additional intellectual property rights developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by Lender, prior to the sale or licensing of such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Borrowers shall give Agent written notice of all such applications or registrations within five (5) days thereoffiling.
(bd) In connection with Borrower's obligations hereunder, Borrowers Borrower shall execute and deliver such additional instruments and documents from time to time after an Event of Default, as Lender Bank shall reasonably request to perfect Lenderand maintain the perfection and priority of Bank's security interest in the Intellectual Property Collateral.
(ce) Borrowers Borrower shall use commercially reasonably efforts in its reasonable business judgment to (i) protect, defend and maintain the validity and enforceability of the Trademarks, Patents Patents, Copyrights, and Copyrights unless Borrowers have obtained the prior written consent of Lender that no such action is necessarytrade secrets, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i(ii) shall be deemed to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability detect infringements of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower, (ii) use their best efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise Lender Bank in writing of material infringements detected and (iii) not allow any material Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of LenderBank, which shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower.
(df) Subject to attorney-client privilege, Agent Bank may audit Borrowers' Borrower's Intellectual Property Collateral to confirm compliance with this SectionSection 6.8, provided that Borrowers shall such audit may not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers occur more often than twice per year, unless an Event of Default has occurred and Lenderis continuing. Lender Bank shall have the right, but not the obligation, to take, at Borrowers' Borrower's sole expense, any actions that Borrowers are Borrower is required under this Section 6.8 to take but which any Borrower fails to take, after fifteen (15) days' notice to BorrowersBorrower. Borrowers Borrower shall reimburse and indemnify Lender Bank for all reasonable costs and reasonable expenses incurred in related to the reasonable exercise of its rights under this SectionSection 6.8.
Appears in 1 contract
Samples: Loan and Security Agreement (Cas Medical Systems Inc)
Registration of Intellectual Property Rights. (a) Each Borrower shall register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: (i) those Copyrights listed on Exhibit A to the Intellectual Property Security Agreement identified by Lender as material and those intellectual property rights listed on Exhibits EXHIBITS A, B and C to the Intellectual Property Security Agreement delivered to Lender Bank by each Borrower in connection with this Agreement, within thirty (30) days of the date of this Agreement, (ii) all registrable Trademarks and Patents any registerable intellectual property rights Borrower has developed as of the date of this Agreement which are material but heretofore failed to any Borrower's business as currently operated and as contemplated to be operated and which have not yet been registered and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registeredregister, in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark or Copyright as material after the date of this Agreement, Borrower shall have thirty (30) days from the date of such determination to cause such Patents, Trademarks or Copyrights to be registered on an expedited basis, and (iii) those additional intellectual property rights developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by Lenderservice, prior to the sale or licensing of such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits EXHIBITS A, B and C). Borrowers Borrower shall give Agent written Bank notice of all such applications or registrations within five (5) days thereofregistrations.
(b) In connection with Borrower's obligations hereunder, Borrowers Borrower shall execute and deliver such additional instruments and documents from time to time as Lender Bank shall reasonably request to perfect LenderBank's security interest in the Intellectual Property Collateral.
(c) Borrowers Borrower shall (i) protect, defend and maintain the validity and enforceability of the Trademarks, Patents and Copyrights unless Borrowers have obtained the prior written consent of Lender that no such action is necessaryCopyrights, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i(ii) shall be deemed use its best efforts to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability detect infringements of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower, (ii) use their best efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise Lender Bank in writing of material infringements detected and (iii) not allow any material Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of LenderBank, which shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower.
(d) Subject to attorney-client privilege, Agent Bank may audit Borrowers' Borrower's Intellectual Property Collateral to confirm compliance with this Section, provided that Borrowers shall such audit may not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers occur more often than twice per year, unless an Event of Default has occurred and Lenderis continuing. Lender Bank shall have the right, but not the obligation, to take, at Borrowers' Borrower's sole expense, any actions that Borrowers are Borrower is required under this Section to take but which any Borrower fails to take, after fifteen (15) days' notice to BorrowersBorrower. Borrowers Borrower shall reimburse and indemnify Lender Bank for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this Section.
Appears in 1 contract
Registration of Intellectual Property Rights. (a) Each Borrower shall register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: (i) those Copyrights listed on Exhibit A to the Intellectual Property Security Agreement identified by Lender as material and those intellectual property rights listed on Exhibits A, B and C to the Intellectual Property Security Agreement delivered to Lender Bank by each Borrower in connection with this Agreement, within thirty (30) 30 days of the date of this Agreement, (ii) all registrable Trademarks and Patents any intellectual property rights Borrower has developed as of the date of this Agreement which are material but heretofore failed to any Borrower's business as currently operated and as contemplated to be operated and which have not yet been registered and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registeredregister, in each case within thirty (30) 30 days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark or Copyright as material after the date of this Agreement, Borrower shall have thirty (30) days from the date of such determination to cause such Patents, Trademarks or Copyrights to be registered on an expedited basis, and (iii) those additional intellectual property rights developed or acquired by any Borrower from time to time in connection with any product product, promptly following development or service and reasonably deemed material by Lenderacquisition, but in any event prior to the sale or licensing of such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to which significantly improve the functionality of the intellectual property rights listed on such Exhibits A, B and C). Borrowers Borrower shall give Agent written Bank notice of all such applications or registrations within five (5) days thereofregistrations.
(b) In connection with Borrower's obligations hereunder, Borrowers Borrower shall execute and deliver such additional instruments and documents from time to time as Lender Bank shall reasonably request to perfect LenderBank's security interest in the Intellectual Property Collateral.
(c) Borrowers Borrower shall (i) protect, defend and maintain the validity and enforceability of the Trademarks, Patents and Copyrights unless Borrowers have obtained the prior written consent of Lender that no such action is necessaryCopyrights, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i(ii) shall be deemed use its best efforts to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability detect infringements of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower, (ii) use their best efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise Lender Bank in writing of material infringements detected and (iii) not allow any material Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of LenderBank, which shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower.
(d) Subject to attorney-client privilege, Agent Bank may audit Borrowers' Borrower's Intellectual Property Collateral to confirm compliance with this SectionSection 6.8, provided that Borrowers shall such audit may not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers occur more often than once per year, unless an Event of Default has occurred and Lenderis continuing. Lender Bank shall have the right, but not the obligation, to take, at Borrowers' Borrower's sole expense, any actions that Borrowers are Borrower is required under this Section 6.8 to take but which any Borrower fails to take, after fifteen (15) 15 days' notice to BorrowersBorrower. Borrowers Borrower shall reimburse and indemnify Lender Bank for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this SectionSection 6.8.
Appears in 1 contract
Registration of Intellectual Property Rights. (a) Each Borrower shall register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: (i) those Copyrights listed on Exhibit A to the Intellectual Property Security Agreement identified by Lender as material and , those intellectual property rights listed on Exhibits A, B and C to the Intellectual Property Security Agreement delivered to Lender Bank by each Borrower in connection with this Agreement, Agreement within thirty (30) days of the date of this Agreement, (ii) all registrable Trademarks and Patents any Borrower has developed as of the date of this Agreement which are material to any Borrower's business as currently operated and as contemplated to be operated and which have not yet been registered and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registered, in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark or Copyright as material after the date of this Agreement, . Borrower shall have thirty (30) days from the date of such determination to register or cause such Patents, Trademarks or Copyrights to be registered on an expedited basiswith the United States Patent and Trademark Office or the United States Copyright Office, and (iii) as applicable, those additional intellectual property rights developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by Lender, prior to the sale or licensing of such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Borrowers shall give Agent written notice of all such applications or registrations within five (5) days thereof.C.
(b) In connection with Borrower's obligations hereunder, Borrowers Borrower shall execute and deliver such additional instruments and documents from time to time as Lender Bank shall reasonably request to perfect LenderBank's security interest in the Intellectual Property Collateral.
(c) Borrowers Borrower shall (i) protect, defend and maintain the validity and enforceability of the Trademarks, Patents and Copyrights unless Borrowers have obtained the prior written consent of Lender that no such action is necessaryCopyrights, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i(ii) shall be deemed use its best efforts to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability detect infringements of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower, (ii) use their best efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise Lender Bank in writing of material infringements detected and (iii) not allow any material Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of LenderBank, which shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower.
(d) Subject to attorney-client privilege, Agent Bank may audit Borrowers' Borrower's Intellectual Property Collateral to confirm compliance with this Section, provided that Borrowers shall such audit may not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers occur more often than once per year, unless an Event of Default has occurred and Lenderis continuing. Lender Bank shall have the right, but not the obligation, to take, at Borrowers' Borrower's sole expense, any actions that Borrowers are Borrower is required under this Section to take but which any Borrower fails to take, after fifteen (15) days' notice to BorrowersBorrower. Borrowers Borrower shall reimburse and indemnify Lender Bank for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this Section.
Appears in 1 contract
Registration of Intellectual Property Rights. (a) Each Borrower shall register promptly give Bank written notice of any applications or cause to be registered on an expedited basis (to the extent not already registered) registrations of intellectual property rights filed with the United States Patent and Trademark Office Office, including the date of such filing and the registration or application numbers, if any.
(b) Each Borrower shall (i) give Bank not less than 20 days prior written notice of the filing of any applications or registrations with the United States Copyright Office, as applicable: (i) those Copyrights listed on Exhibit A to including the Intellectual Property Security Agreement identified by Lender as material and those title of such intellectual property rights listed to be registered, as such title will appear on Exhibits B such applications or registrations, and C to the Intellectual Property Security Agreement delivered to Lender by each Borrower in connection with this Agreement, within thirty (30) days of the date of this Agreement, such applications or registrations will be filed; (ii) all registrable Trademarks and Patents prior to the filing of any Borrower has developed such applications or registrations, execute such documents as Bank may reasonably request for Bank to maintain its perfection in such intellectual property rights to be registered by such Borrower; (iii) upon the request of Bank, either deliver to Bank or file such documents simultaneously with the filing of any such applications or registrations; (iv) upon filing any such applications or registrations, promptly provide Bank with a copy of such applications or registrations together with any exhibits, evidence of the date filing of this Agreement which are material to any Borrower's business as currently operated and as contemplated documents requested by Bank to be operated filed for Bank to maintain the perfection and which have not yet been registered priority of its security interest in such intellectual property rights, and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registered, in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark or Copyright as material after the date of this Agreement, Borrower shall have thirty (30) days from the date of such determination to cause such Patents, Trademarks or Copyrights to be registered on an expedited basis, and (iii) those additional intellectual property rights developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by Lender, prior to the sale or licensing of such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Borrowers shall give Agent written notice of all such applications or registrations within five (5) days thereoffiling.
(bc) In connection with Borrower's obligations hereunder, Borrowers Each Borrower shall execute and deliver such additional instruments and documents from time to time as Lender Bank shall reasonably request to perfect Lender's and maintain the perfection and priority of Bank’s security interest in the Intellectual Property Collateral.
(cd) Borrowers Each Borrower shall use commercially reasonable efforts to (i) protect, defend and maintain the validity and enforceability of the trade secrets, Trademarks, Patents and Copyrights unless Borrowers have obtained the prior written consent of Lender that no such action is necessaryCopyrights, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i(ii) shall be deemed to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability detect infringements of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower, (ii) use their best efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise Lender Bank in writing of material infringements detected and (iii) not allow any material Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of LenderBank, which shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower.
(de) Subject to attorney-client privilege, Agent may audit Borrowers' Intellectual Property Collateral to confirm compliance with this Section, provided that Borrowers shall not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers and Lender. Lender Bank shall have the right, but not the obligation, to take, at Borrowers' ’ sole expense, any actions that Borrowers are a Borrower is required under this Section 6.8 to take but which any such Borrower fails to take, after fifteen (15) 15 days' ’ notice to Borrowerssuch Borrower. Borrowers shall reimburse and indemnify Lender Bank for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this SectionSection 6.8.
Appears in 1 contract
Samples: Loan and Security Agreement (Everyday Health, Inc.)
Registration of Intellectual Property Rights. (a) Each Borrower shall register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: (i) those Copyrights listed on Exhibit A to the Intellectual Property Security Agreement identified by Lender as material and those intellectual property rights listed on Exhibits A, B and C to the Intellectual Property Security Agreement delivered to Lender Bank by each Borrower in connection with this Agreement, within thirty (30) days of the date of this Agreement, (ii) all registrable Trademarks and Patents any registerable intellectual property rights Borrower has developed as of the date of this Agreement but heretofore failed to register, and which are deemed material to any the Borrower's business as currently operated and as contemplated to be operated and which have not yet been registered and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registeredbusiness, in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark or Copyright as material after the date of this Agreement, Borrower shall have thirty (30) days from the date of such determination to cause such Patents, Trademarks or Copyrights to be registered on an expedited basis, and (iii) those additional intellectual property rights developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by Lenderservice, prior to the sale or licensing of such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C); in each case to the extent the failure to register such rights could reasonably be expected to result in a Material Adverse Effect. Borrowers Borrower shall give Agent written Bank notice of all such applications or registrations within five (5) days thereofregistrations.
(b) In connection with Borrower's obligations hereunder, Borrowers Borrower shall execute and deliver such additional instruments and documents from time to time as Lender Bank shall reasonably request to perfect LenderBank's security interest in the Intellectual Property Collateral.
(c) Borrowers Borrower shall (i) protect, defend and maintain the validity and enforceability of the Trademarks, Patents and Copyrights unless Borrowers have obtained to the prior written consent of Lender that no such action is necessary, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i) shall be deemed extent the failure to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability of such Trademarks, Patents and Copyrights could reasonably be expected to have a Material Adverse Effect, (ii) use commercially reasonably efforts to detect infringements of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower, (ii) use their best efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise Lender Bank in writing of material infringements detected and (iii) not allow any material Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of LenderBank, which shall not be unreasonably withheld; provided. For purposes of the Loan Documents, howeverthe failure to maintain any Trademark, that no breach of this Section 6.9(c)(iii) Patent or Copyright used primarily in connection with the Netpliance iOpener device or business shall not be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrowermaterial.
(d) Subject to attorney-client privilege, Agent may audit Borrowers' Intellectual Property Collateral to confirm compliance with this Section, provided that Borrowers shall not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers and Lender. Lender Bank shall have the right, but not the obligation, to take, at Borrowers' Borrower's sole expense, any actions that Borrowers are Borrower is required under this Section to take but which any Borrower fails to take, after fifteen twenty (1520) days' notice to BorrowersBorrower. Borrowers Borrower shall reimburse and indemnify Lender Bank for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this Section.
Appears in 1 contract
Samples: Loan and Security Agreement (Tippingpoint Technologies Inc)
Registration of Intellectual Property Rights. (a) Each Borrower shall register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: (i) those Copyrights listed on Exhibit A to the Intellectual Property Security Agreement identified by Lender as material and those intellectual property rights listed on Exhibits EXHIBITS A, B and C to the Intellectual Property Security Agreement delivered to Lender Bank by each Borrower in connection with this Agreement, within thirty (30) 30 days of the date of this Agreement, (ii) all registrable Trademarks and Patents any intellectual property rights Borrower has developed as of the date of this Agreement which are material but heretofore failed to any Borrower's business as currently operated and as contemplated to be operated and which have not yet been registered and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registeredregister, in each case within thirty (30) 30 days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark or Copyright as material after the date of this Agreement, Borrower shall have thirty (30) days from the date of such determination to cause such Patents, Trademarks or Copyrights to be registered on an expedited basis, and (iii) those additional intellectual property rights developed or acquired by any Borrower from time to time in connection with any product product, promptly following development or service and reasonably deemed material by Lenderacquisition, but in any event prior to the sale or licensing of such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to which significantly improve the functionality of the intellectual property rights listed on such Exhibits EXHIBITS A, B and C). Borrowers Borrower shall give Agent written Bank notice of all such applications or registrations within five (5) days thereofregistrations.
(b) In connection with Borrower's obligations hereunder, Borrowers Borrower shall execute and deliver such additional instruments and documents from time to time as Lender Bank shall reasonably request to perfect LenderBank's security interest in the Intellectual Property Collateral.
(c) Borrowers Borrower shall (i) protect, defend and maintain the validity and enforceability of the Trademarks, Patents and Copyrights unless Borrowers have obtained the prior written consent of Lender that no such action is necessaryCopyrights, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i(ii) shall be deemed use its best efforts to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability detect infringements of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower, (ii) use their best efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise Lender Bank in writing of material infringements detected and (iii) not allow any material Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of LenderBank, which shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower.
(d) Subject to attorney-client privilege, Agent Bank may audit Borrowers' Borrower's Intellectual Property Collateral to confirm compliance with this SectionSection 6.8, provided that Borrowers shall such audit may not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers occur more often than once per year, unless an Event of Default has occurred and Lenderis continuing. Lender Bank shall have the right, but not the obligation, to take, at Borrowers' Borrower's sole expense, any actions that Borrowers are Borrower is required under this Section 6.8 to take but which any Borrower fails to take, after fifteen (15) 15 days' notice to BorrowersBorrower. Borrowers Borrower shall reimburse and indemnify Lender Bank for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this SectionSection 6.8.
Appears in 1 contract
Registration of Intellectual Property Rights. (a) Each Borrower shall register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: (i) those Copyrights listed on Exhibit A to the Intellectual Property Security Agreement identified by Lender as material and , those intellectual property rights listed on Exhibits A, B and C to the Intellectual Property Security Agreement delivered to Lender Bank by each Borrower in connection with this Agreement, Agreement within thirty (30) days of the date of this Agreement, (ii) all registrable Trademarks and Patents any Borrower has developed as of the date of this Agreement which are material to any Borrower's business as currently operated and as contemplated to be operated and which have not yet been registered and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registered, in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark or Copyright as material after the date of this Agreement, . Borrower shall have thirty (30) days from the date of such determination to register or cause such Patents, Trademarks or Copyrights to be registered on an expedited basiswith the United States Patent and Trademark or the United States Copyright Office, and (iii) as applicable, those additional intellectual property rights developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by Lender, prior to the sale or licensing of such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Borrowers shall give Agent written notice of all such applications or registrations within five (5) days thereof.C.
(b) In connection with Borrower's obligations hereunder, Borrowers Borrower shall execute and deliver such additional instruments and documents from time to time as Lender Bank shall reasonably request to perfect LenderBank's security interest in the Intellectual Property Collateral.
(c) Borrowers Borrower shall (i) protect, defend and maintain the validity and enforceability of the Trademarks, Patents Patents, Copyrights, and Copyrights unless Borrowers have obtained the prior written consent of Lender that no such action is necessary, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i) shall be deemed to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from BorrowerMask Works, (ii) use their its best efforts to detect infringements of the Patents Trademarks, Patents, Copyrights and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect Mask Works and promptly advise Lender Bank in writing of material infringements detected and (iii) not allow any Trademarks, Patents Patents, Copyrights, or Copyrights Mask Works to be abandoned, forfeited or dedicated to the public without the written consent of LenderBank, which shall not be unreasonably withheld; provided, however, unless Bank determines that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood reasonable business practices suggest that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrowerabandonment is appropriate.
(d) Subject to attorney-client privilege, Agent may audit Borrowers' Intellectual Property Collateral to confirm compliance with this Section, provided that Borrowers shall not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers and Lender. Lender Bank shall have the right, but not the obligation, to take, at Borrowers' Borrower's sole expense, any actions that Borrowers are Borrower is required under this Section 6.14 to take but which any Borrower fails to take, after fifteen (15) days' notice to BorrowersBorrower. Borrowers Borrower shall reimburse and indemnify Lender Bank for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this SectionSection 6.14.
Appears in 1 contract
Samples: Loan and Security Agreement (Vista Information Solutions Inc)
Registration of Intellectual Property Rights. (a) Each Borrower shall register promptly give Bank written notice of any applications or cause to be registered on an expedited basis (to the extent not already registered) registrations of intellectual property rights filed with the United States Patent and Trademark Office Office, including the date of such filing and the registration or application numbers, if any.
(b) Borrower shall (i) give Bank not less than 30 days prior written notice of the filing of any applications or registrations with the United States Copyright Office, as applicable: (i) those Copyrights listed on Exhibit A to including the Intellectual Property Security Agreement identified by Lender as material and those title of such intellectual property rights listed to be registered, as such title will appear on Exhibits B such applications or registrations, and C to the Intellectual Property Security Agreement delivered to Lender by each Borrower in connection with this Agreement, within thirty (30) days of the date of this Agreement, such applications or registrations will be filed; (ii) all registrable Trademarks prior to the filing of any such applications or registrations, execute such documents as Bank may reasonably request for Bank to maintain its perfection in such intellectual property rights to be registered by Borrower; (iii) upon the request of Bank, either deliver to Bank or file such documents simultaneously with the filing of any such applications or registrations; and Patents (iv) upon filing any Borrower has developed as such applications or registrations, promptly provide Bank with a copy of such applications or registrations together with any exhibits, evidence of the date filing of this Agreement which are material to any Borrower's business as currently operated and as contemplated documents requested by Bank to be operated filed for Bank to maintain the perfection and which have not yet been registered priority of its security interest in such intellectual property rights, and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registered, in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark or Copyright as material after the date of this Agreement, Borrower shall have thirty (30) days from the date of such determination to cause such Patents, Trademarks or Copyrights to be registered on an expedited basis, and (iii) those additional intellectual property rights developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by Lender, prior to the sale or licensing of such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Borrowers shall give Agent written notice of all such applications or registrations within five (5) days thereoffiling.
(bc) In connection with Borrower's obligations hereunder, Borrowers Borrower shall execute and deliver such additional instruments and documents from time to time as Lender shall Bank may reasonably request to perfect Lender's and maintain the perfection and priority of Bank’s security interest in the Intellectual Property Collateral.
(cd) Borrowers Borrower shall (i) protect, defend and maintain the validity and enforceability of the trade secrets, Trademarks, Patents and Copyrights unless Borrowers have obtained the prior written consent of Lender that no such action is necessaryCopyrights, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i(ii) shall be deemed use commercially reasonable efforts to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability detect infringements of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower, (ii) use their best efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise Lender Bank in writing of material infringements detected and (iii) not allow any material Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of LenderBank, which shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower.
(de) Subject to attorney-client privilege, Agent may audit Borrowers' Intellectual Property Collateral to confirm compliance with this Section, provided that Borrowers shall not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers and Lender. Lender Bank shall have the right, but not the obligation, to take, at Borrowers' Borrower’s sole expense, any actions that Borrowers are Borrower is required under this Section 6.10 to take but which any Borrower fails to take, after fifteen (15) 15 days' ’ notice to BorrowersBorrower. Borrowers Borrower shall reimburse and indemnify Lender Bank for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this SectionSection 6.10.
5) Section 9.2 of the Agreement is hereby amended and restated, as follows:
Appears in 1 contract
Registration of Intellectual Property Rights. (a) Each Borrower shall register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: (i) those Copyrights listed on Exhibit A to the Intellectual Property Security Agreement identified by Lender as material and those intellectual property rights listed on Exhibits A, B and C to the Intellectual Property Security Agreement delivered to Lender Bank by each Borrower in connection with this Agreement, within thirty (30) days of the date of this Agreement, (ii) all registrable Trademarks and Patents any registerable intellectual property rights Borrower has developed as of the date of this Agreement which are material but heretofore failed to any Borrower's business as currently operated and as contemplated to be operated and which have not yet been registered and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registeredregister, in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark or Copyright as material after the date of this Agreement, Borrower shall have thirty (30) days from the date of such determination to cause such Patents, Trademarks or Copyrights to be registered on an expedited basis, and (iii) those additional intellectual property rights developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by Lenderservice, prior to the sale or licensing of such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Borrowers Borrower shall give Agent written Bank notice of all such applications or registrations within five (5) days thereof.
(b) In connection with Borrower's obligations hereunder, Borrowers registrations. Borrower shall execute and deliver such additional instruments and documents from time to time as Lender Bank shall reasonably request to perfect LenderBank's security interest in the Intellectual Property Collateral.
(c) Borrowers . Borrower shall (i) protect, defend and maintain the validity and enforceability of the Trademarks, Patents and Copyrights unless Borrowers have obtained the prior written consent of Lender that no such action is necessaryCopyrights, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i(ii) shall be deemed use its best efforts to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability detect infringements of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower, (ii) use their best efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise Lender Bank in writing of material infringements detected and (iii) not allow any material Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of LenderBank, which shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower.
(d) Subject to attorney-client privilege, Agent . Bank may audit Borrowers' Borrower's Intellectual Property Collateral to confirm compliance with this Section, provided that Borrowers shall such audit may not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers occur more often than once per year, unless an Event of Default has occurred and Lenderis continuing. Lender Bank shall have the right, but not the obligation, to take, at Borrowers' Borrower's sole expense, any actions that Borrowers are Borrower is required under this Section to take but which any Borrower fails to take, after fifteen (15) days' notice to BorrowersBorrower. Borrowers Borrower shall reimburse and indemnify Lender Bank for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this Section.
Appears in 1 contract
Samples: Loan and Security Agreement (Chordiant Software Inc)
Registration of Intellectual Property Rights. (a) Each Borrower shall register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or appropriate branch of the United States Copyright Canadian Intellectual Property Office, as applicable: (i) the case may be, those Copyrights listed on Exhibit A to the Intellectual Property Security Agreement identified by Lender as material and those registrable intellectual property rights listed on Exhibits B and C to the Intellectual Property Security Agreement delivered to Lender by each Borrower in connection with this Agreement, within thirty (30) days of the date of this Agreement, (ii) all registrable Trademarks and Patents any Borrower has developed as of the date of this Agreement which are material to any Borrower's business as currently operated and as contemplated to be operated and which have not yet been registered and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registered, in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark now owned or Copyright as material after the date of this Agreement, Borrower shall have thirty (30) days from the date of such determination to cause such Patents, Trademarks or Copyrights to be registered on an expedited basis, and (iii) those additional intellectual property rights hereafter developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by LenderBorrower, prior to the sale or licensing of extent that Borrower, in its reasonable business judgment, deems it appropriate to so protect such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Borrowers shall give Agent written notice of all such applications or registrations within five (5) days thereofrights.
(b) In connection Borrower shall promptly give Bank written notice of any applications or registrations of intellectual property rights filed with the appropriate branch of the Canadian Intellectual Property Office, as the case may be, including the date of such filing and the registration or application numbers, if any.
(c) Borrower shall (i) give Bank not less than 30 days prior written notice of the filing of any applications or registrations with the appropriate branch of the Canadian Intellectual Property Office, as the case may be, including the title of such intellectual property rights to be registered, as such title will appear on such applications or registrations, and the date such applications or registrations will be filed; (ii) prior to the filing of any such applications or registrations, execute such documents as Bank may reasonably request for Bank to maintain its perfection in such intellectual property rights to be registered by Borrower's obligations hereunder; (iii) upon the request of Bank, Borrowers either deliver to Bank or file such documents simultaneously with the filing of any such applications or registrations; (iv) upon filing any such applications or registrations, promptly provide Bank with a copy of such applications or registrations together with any exhibits, evidence of the filing of any documents requested by Bank to be filed for Bank to maintain the perfection and priority of its security interest in such intellectual property rights, and the date of such filing.
(d) Borrower shall execute and deliver such additional instruments and documents from time to time as Lender Bank shall reasonably request to perfect Lender's and maintain the perfection and priority of Bank’s security interest in the Intellectual Property Collateral.
(ce) Borrowers Borrower shall (i) protect, defend and maintain the validity and enforceability of the trade secrets, Trademarks, Patents and Copyrights unless Borrowers have obtained the prior written consent of Lender that no such action is necessaryCopyrights, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i(ii) shall be deemed use commercially reasonable efforts to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability detect infringements of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower, (ii) use their best efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise Lender Bank in writing of material infringements detected and (iii) not allow any material Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of LenderBank, which shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower.
(df) Subject to attorney-client privilege, Agent Bank may audit Borrowers' Borrower’s Intellectual Property Collateral to confirm compliance with this SectionSection 6.8, provided that Borrowers shall such audit may not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers occur more often than twice per year, unless an Event of Default has occurred and Lenderis continuing. Lender Bank shall have the right, but not the obligation, to take, at Borrowers' Borrower’s sole expense, any actions that Borrowers are Borrower is required under this Section 6.8 to take but which any Borrower fails to take, after fifteen (15) 15 days' ’ notice to BorrowersBorrower. Borrowers Borrower shall reimburse and indemnify Lender Bank for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this SectionSection 6.8.
Appears in 1 contract
Registration of Intellectual Property Rights. (a) Each Borrower shall register give Lender written notice of any applications or cause registrations with respect to be registered on an expedited basis (to the extent not already registered) Intellectual Property filed with the United States Patent and Trademark Office Office, during any fiscal quarter, within 30 days after such fiscal quarter, including the date of such filing and the registration or application numbers, if any.
(b) Borrower shall (i) give Lender not less than 30 days prior written notice of the filing of any applications or registrations with the United States Copyright Office, as applicable: (i) those Copyrights listed on Exhibit A to including the Intellectual Property Security Agreement identified by Lender as material and those title of such intellectual property rights listed to be registered, as such title will appear on Exhibits B such applications or registrations, and C to the Intellectual Property Security Agreement delivered to Lender by each Borrower in connection with this Agreement, within thirty (30) days of the date of this Agreement, (ii) all registrable Trademarks and Patents any Borrower has developed as of the date of this Agreement which are material to any Borrower's business as currently operated and as contemplated to be operated and which have not yet been registered and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registered, in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark or Copyright as material after the date of this Agreement, Borrower shall have thirty (30) days from the date of such determination to cause such Patents, Trademarks or Copyrights to be registered on an expedited basis, and (iii) those additional intellectual property rights developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by Lender, prior to the sale or licensing of such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Borrowers shall give Agent written notice of all such applications or registrations within five will be filed; (5ii) days thereof.
(b) In connection with Borrower's obligations hereunderprior to the filing of any such applications or registrations, Borrowers shall execute and deliver such additional instruments and documents from time to time as Lender shall may reasonably request for Lender to perfect Lender's security interest maintain its perfection in the Intellectual Property Collateralrights to be registered by Borrower; (iii) upon the request of Lender, either deliver to Lender or file such documents simultaneously with the filing of any such applications or registrations; (iv) upon filing any such applications or registrations, promptly provide Lender with a copy of such applications or registrations together with any exhibits, evidence of the filing of any documents requested by Lender to be filed for Lender to maintain the perfection and priority of its security interest in such Intellectual Property rights.
(c) Borrowers Borrower shall use commercially reasonable efforts to (i) protect, defend and maintain the validity and enforceability of the Trademarksmaterial Intellectual Property, Patents and Copyrights unless Borrowers have obtained the prior written consent of Lender that no such action is necessary, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i) shall be deemed to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower, (ii) use their best efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise Lender in writing of infringements detected and (iii) not allow any Trademarks, Patents or Copyrights material Intellectual Property to be abandoned, forfeited or dedicated to the public without the written consent of Lender, which shall not be unreasonably withheld; provided, however, . Borrower shall promptly inform Lender of any infringement of material Intellectual Property rights that no breach of this Section 6.9(c)(iii) shall be deemed becomes known to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower.
(d) Subject to attorney-client privilege, Agent may audit Borrowers' Intellectual Property Collateral to confirm compliance with this Section, provided that Borrowers shall not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers and Lender. Lender shall have the right, but not the obligation, to take, at Borrowers' Borrower's sole expense, any actions that Borrowers are Borrower is required under this Section 5.8 to take but which any Borrower fails to take, after fifteen (15) 15 days' notice to BorrowersBorrower. Borrowers Borrower shall reimburse and indemnify Lender for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this Section. 5.9 Consent of Inbound Licensors. Prior to entering into or becoming bound by any material inbound license in the future, Borrower shall: (i) provide written notice to Lender of the material terms of such license or agreement with a description of its likely impact on Borrower's business or financial condition; and (ii) in good faith use commercially reasonable efforts to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for Borrower's interest in such licenses to be deemed Collateral and for Lender to have a security interest therein, provided, however, that the failure to obtain any such consent or waiver shall not constitute a default under this Agreement.
Appears in 1 contract
Registration of Intellectual Property Rights. (a) Each Borrower shall register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: (i) those Copyrights listed on Exhibit A to the Intellectual Property Security Agreement identified by Lender as material and , those intellectual property rights listed on Exhibits A, B and C to the Intellectual Property Security Agreement delivered to Lender Bank by each Borrower in connection with this Agreement, Agreement within thirty (30) days of the date of this Agreement. Borrower shall, on an expedited basis, register or cause to be registered with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, and notify Bank of, all registerable intellectual property rights which constitute or give rise to more than five percent (ii5%) all registrable Trademarks and Patents of Borrower's gross income in any given month which Borrower has developed as of the date of this Agreement which are material but heretofore failed to any Borrower's business as currently operated register and as contemplated to be operated and which have not yet been registered and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registered, in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark or Copyright as material after the date of this Agreement, give Bank notice thereof. Borrower shall have thirty (30) days from the date of such determination to register or cause such Patents, Trademarks or Copyrights to be registered on an expedited basiswith the United States Patent and Trademark Office or the United States Copyright Office, as applicable, and (iii) notify Bank of those additional intellectual property rights which constitute or give rise to more than five percent (5%) of Borrower's gross income in any given month which are developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by Lender, prior to the sale or licensing of such product or the rendering of such service to any third party, party and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Borrowers ) and shall give Agent written Bank notice of all such applications or registrations within five (5) days thereof.
(b) In connection with Borrower's obligations hereunder, Borrowers Borrower shall execute and deliver such additional instruments and documents from time to time as Lender Bank shall reasonably request to perfect LenderBank's security interest in the Intellectual Property Collateral.
(c) Borrowers Borrower shall (i) protect, defend and maintain the validity and enforceability of the Trademarks, Patents and Copyrights unless Borrowers have obtained the prior written consent of Lender that no such action is necessaryCopyrights, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i(ii) shall be deemed use its best efforts to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability detect infringements of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower, (ii) use their best efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise Lender Bank in writing of material infringements detected and (iii) not allow any material Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of LenderBank, which shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower.
(d) Subject to attorney-client privilege, Agent Bank may audit Borrowers' Borrower's Intellectual Property Collateral to confirm compliance with this SectionSection 0, provided that Borrowers shall such audit may not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers occur more often than once per year, unless an Event of Default has occurred and Lenderis continuing. Lender Bank shall have the right, but not the obligation, to take, at Borrowers' Borrower's sole expense, any actions that Borrowers are Borrower is required under this Section 6.8 to take but which any Borrower fails to take, after fifteen (15) days' notice to BorrowersBorrower. Borrowers Borrower shall reimburse and indemnify Lender Bank for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this SectionSection 6.8.
Appears in 1 contract
Registration of Intellectual Property Rights. (a) Each Borrower shall register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: (i) those Copyrights listed on Exhibit A to the Intellectual Property Security Agreement identified by Lender as material and those intellectual property rights listed on Exhibits A, B and C to the Intellectual Property Security Agreement delivered to Lender Bank by each Borrower in connection with this Agreement, within thirty forty-five (3045) days of the date of this Agreement, (ii) all registrable Trademarks and Patents any registerable intellectual property rights Borrower has developed as of the date of this Agreement which are material but heretofore failed to any Borrower's business as currently operated and as contemplated to be operated and which have not yet been registered and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registeredregister, in each case within thirty forty-five (3045) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark or Copyright as material after the date of this Agreement, Borrower shall have thirty (30) days from the date of such determination to cause such Patents, Trademarks or Copyrights to be registered on an expedited basis, and (iii) those additional intellectual property rights developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by Lenderservice, prior to the sale or licensing of such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Borrowers Borrower shall give Agent written Bank notice of all such applications or registrations within five (5) days thereofregistrations.
(b) In connection with Borrower's obligations hereunder, Borrowers Borrower shall execute and deliver such additional instruments and documents from time to time as Lender Bank shall reasonably request to perfect LenderBank's security interest in the Intellectual Property Collateral.
(c) Borrowers Borrower shall (i) protect, defend and maintain the validity and enforceability of the Borrower's Trademarks, Patents and Copyrights unless Borrowers have obtained the prior written consent of Lender that no such action is necessary, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i) shall be deemed to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from BorrowerCopyrights, (ii) use their its best efforts to detect infringements of the such Trademarks, Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise Lender Bank in writing of material infringements detected and (iii) not allow any material Trademarks, Patents or Copyrights of Borrower's to be abandoned, forfeited or dedicated to the public without the written consent of LenderBank, which shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower.
(d) Subject to attorney-client privilege, Agent Bank may audit Borrowers' Borrower's Intellectual Property Collateral to confirm compliance with this Section, provided that Borrowers shall such audit may not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers occur more often than once per year, unless an Event of Default has occurred and Lenderis continuing. Lender Bank shall have the right, but not the obligation, to take, at Borrowers' Borrower's sole expense, any actions that Borrowers are Borrower is required under this Section to take but which any Borrower fails to take, after fifteen (15) days' notice to BorrowersBorrower. Borrowers Borrower shall reimburse and indemnify Lender Bank for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this Section.
Appears in 1 contract
Registration of Intellectual Property Rights. (a) Each Borrower shall register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: (i) the case may be, those Copyrights listed on Exhibit A to the Intellectual Property Security Agreement identified by Lender as registrable material and those intellectual property rights listed on Exhibits B and C to the Intellectual Property Security Agreement delivered to Lender by each Borrower in connection with this Agreement, within thirty (30) days of the date of this Agreement, (ii) all registrable Trademarks and Patents any Borrower has developed as of the date of this Agreement which are material to any Borrower's business as currently operated and as contemplated to be operated and which have not yet been registered and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registered, in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark now owned or Copyright as material after the date of this Agreement, Borrower shall have thirty (30) days from the date of such determination to cause such Patents, Trademarks or Copyrights to be registered on an expedited basis, and (iii) those additional intellectual property rights hereafter developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by LenderBorrower, prior to the sale or licensing of extent that Borrower, in its reasonable business judgment, deems it appropriate to so protect such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Borrowers shall give Agent written notice of all such applications or registrations within five (5) days thereofrights.
(b) In connection Borrower shall promptly give Bank written notice of any applications or registrations of intellectual property rights filed with the United States Patent and Trademark Office, including the date of such filing and the registration or application numbers, if any.
(c) Borrower shall (i) give Bank not less than thirty (30) days’ prior written notice of the filing of any applications or registrations with the United States Copyright Office, including the title of such intellectual property rights to be registered, as such title will appear on such applications or registrations, and the date such applications or registrations will be filed; (ii) prior to the filing of any such applications or registrations, execute such documents as Bank may reasonably request for Bank to maintain its perfection in such intellectual property rights to be registered by Borrower's obligations hereunder; (iii) upon the request of Bank, Borrowers either deliver to Bank or file such documents simultaneously with the filing of any such applications or registrations; (iv) upon filing any such applications or registrations, promptly provide Bank with a copy of such applications or registrations together with any exhibits, evidence of the filing of any documents requested by Bank to be filed for Bank to maintain the perfection and priority of its security interest in such intellectual property rights, and the date of such filing.
(d) Borrower shall execute and deliver such additional instruments and documents from time to time as Lender Bank shall reasonably request to perfect Lender's and maintain the perfection and priority of Bank’s security interest in the Intellectual Property Collateral.
(ce) Borrowers Borrower shall use commercially reasonably efforts to (i) protect, defend and maintain the validity and enforceability of the Trademarks, Patents Patents, Copyrights, and Copyrights unless Borrowers have obtained the prior written consent of Lender that no such action is necessarytrade secrets material to Borrower’s business, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i(ii) shall be deemed to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability detect infringements of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower, (ii) use their best efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise Lender Bank in writing of material infringements detected and (iii) not allow any material Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of LenderBank, which shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower.
(df) Subject to attorney-client privilege, Agent Bank may audit Borrowers' Borrower’s Intellectual Property Collateral to confirm compliance with this SectionSection 6.8, provided that Borrowers shall such audit may not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers occur more often than twice per year, unless an Event of Default has occurred and Lenderis continuing. Lender Bank shall have the right, but not the obligation, to take, at Borrowers' Borrower’s sole expense, any actions that Borrowers are Borrower is required under this Section 6.8 to take but which any Borrower fails to take, after fifteen (15) days' ’ notice to BorrowersBorrower. Borrowers Borrower shall reimburse and indemnify Lender Bank for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this SectionSection 6.8.
(g) Borrower shall register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as the case may be, those registrable intellectual property rights now owned or hereafter developed or acquired by Borrower, to the extent that Borrower, in its reasonable business judgment, deems it appropriate to so protect such intellectual property rights.
(h) Borrower shall promptly give Bank written notice of any applications or registrations of intellectual property rights filed with the United States Patent and Trademark Office and United States Copyright Office, including the date of such filing and the registration or application numbers, if any.
(i) Borrower shall give Bank prompt written notice of the filing of any applications or registrations with the United States Copyright Office, including the title of such intellectual property rights to be registered, as such title will appear on such applications or registrations, and the date such applications or registrations will be filed.
(j) Borrower shall (i) protect, defend and maintain the validity and enforceability of the Trademarks, Patents, Copyrights, and trade secrets material to Borrower’s business, (ii) use commercially reasonable efforts to detect infringements of the Trademarks, Patents and Copyrights and promptly advise Bank in writing of material infringements detected and (iii) not allow any material Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of Bank, which shall not be unreasonably withheld.
Appears in 1 contract
Samples: Loan and Security Agreement (Maxwell Technologies Inc)
Registration of Intellectual Property Rights. (a) Each Borrower shall register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: the case may be, those registrable intellectual property rights now owned or hereafter developed or acquired by Borrower, to the extent that Borrower, in its reasonable business judgment, deems it appropriate to so protect such intellectual property rights.
(b) Borrower shall promptly, but in any event at the time of delivery of each Compliance Certificate, give Agent written notice of any applications or registrations of intellectual property rights filed with the United States Patent and Trademark Office and not previously reporting to Agent, including the date of such filing and the registration or application numbers, if any.
(c) Borrower shall (i) those Copyrights listed on Exhibit A to promptly, but in any event at the Intellectual Property Security Agreement identified by Lender as material and those time of delivery of each Compliance Certificate, give Agent written notice of the filing of any applications or registrations with the United States Copyright Office, including the title of such intellectual property rights listed to be registered, as such title will appear on Exhibits B such applications or registrations, and C to the Intellectual Property Security Agreement delivered to Lender by each Borrower date such applications or registrations will be filed; (ii) promptly, but in connection with this Agreement, any event within thirty (30) days after filing of any applications or registrations with the date of this AgreementUnited States Copyright Office, (ii) all registrable Trademarks and Patents any Borrower has developed execute such documents as of the date of this Agreement which are material Agent may reasonably request for Agent to any Borrower's business as currently operated and as contemplated maintain its perfection in such intellectual property rights to be operated and which have not yet been registered and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registeredBorrower; (iii) upon the request of Agent, either deliver to Agent or file such documents promptly, but in each case any event within thirty (30) days of after filing any such applications or registrations with the date of this AgreementUnited States Copyright Office; provided(iv) promptly, however, that but in the any event Lender identifies any Patent, Trademark or Copyright as material after the date of this Agreement, Borrower shall have within thirty (30) days from after filing, provide Agent with a copy of such applications or registrations together with any exhibits, evidence of the filing of any documents requested by Agent to be filed for Agent to maintain the perfection and priority of its security interest in such intellectual property rights, and the date of such determination to cause such Patents, Trademarks or Copyrights to be registered on an expedited basis, and (iii) those additional intellectual property rights developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by Lender, prior to the sale or licensing of such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Borrowers shall give Agent written notice of all such applications or registrations within five (5) days thereoffiling.
(bd) In connection with Borrower's obligations hereunder, Borrowers Borrower shall execute and deliver such additional instruments and documents from time to time as Lender Agent shall reasonably request to perfect Lender's and maintain the perfection and priority of Agent’s security interest in the Intellectual Property Collateral.. 22
(ce) Borrowers Borrower shall use commercially reasonably efforts to (i) protect, defend and maintain the validity and enforceability of the TrademarksBorrower’s material trademarks, Patents patents, copyrights, and Copyrights unless Borrowers have obtained the prior written consent of Lender that no such action is necessary, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i) shall be deemed to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrowertrade secrets, (ii) use their best efforts to detect infringements of the Patents copyrights, trademarks and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect patents and promptly advise Lender Agent in writing of material infringements detected and (iii) not allow any Trademarksmaterial copyrights, Patents or Copyrights trademarks and patents to be abandoned, forfeited or dedicated to the public without the written consent of LenderAgent, which shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower.
(df) Subject to attorney-client privilege, Agent may audit Borrowers' Borrower’s Intellectual Property Collateral to confirm compliance with this SectionSection 6.8. Notwithstanding the foregoing, provided that Borrowers unless an Event of Default has occurred and is continuing, the Loan Parties’ shall not only be obligated to provide any information that could reasonably be expected to interfere with or impair its position reimburse Agent for one (1) such Intellectual Property Collateral audit in the pending litigation between Borrowers and Lendereach calendar year. Lender Agent shall have the right, but not the obligation, to take, at Borrowers' Borrower’s sole expense, any actions that Borrowers are Borrower is required under this Section 6.8 to take but which any Borrower fails to take, after fifteen (15) days' ’ notice to BorrowersBorrower. Borrowers Borrower shall reimburse and indemnify Lender Agent for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this SectionSection 6.8.
Appears in 1 contract
Registration of Intellectual Property Rights. (a) Each Borrower shall register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: (i) those Copyrights listed on Exhibit A to the Intellectual Property Security Agreement identified by Lender as material and those intellectual property rights listed on Exhibits A, B and C to the Intellectual Property Security Agreement delivered to Lender Bank by each Borrower Borrowers in connection with this Agreement, within thirty (30) 30 days of the date of this Agreement, (ii) all registrable Trademarks and Patents any Borrower has intellectual property rights Borrowers have developed as of the date of this Agreement which are material but heretofore failed to any Borrower's business as currently operated and as contemplated to be operated and which have not yet been registered and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registeredregister, in each case within thirty (30) 30 days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark or Copyright as material after the date of this Agreement, Borrower shall have thirty (30) days from the date of such determination to cause such Patents, Trademarks or Copyrights to be registered on an expedited basis, and (iii) those additional intellectual property rights developed or acquired by any Borrower Borrowers from time to time in connection with any product or service and reasonably deemed material by Lenderproduct, prior to the sale or licensing of such product or the rendering of such service to any third party, and prior to any Borrower's Borrowers' use of such product (including without limitation major revisions or additions to which significantly improve the functionality of the intellectual property rights listed on such Exhibits A, B and C). Borrowers shall give Agent written Bank notice of all such applications or registrations within five (5) days thereofregistrations.
(b) In connection with Borrower's obligations hereunder, Borrowers Each Borrower shall execute and deliver such additional instruments and documents from time to time as Lender Bank shall reasonably request to perfect LenderBank's security interest in the Intellectual Property Collateral.
(c) Borrowers Each Borrower shall (i) protect, defend and maintain the validity and enforceability of the Trademarks, Patents and Copyrights unless Borrowers have obtained the prior written consent of Lender that no such action is necessaryCopyrights, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i(ii) shall be deemed use its best efforts to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability detect infringements of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower, (ii) use their best efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise Lender Bank in writing of material infringements detected and (iii) not allow any material Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of LenderBank, which shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower.
(d) Subject to attorney-client privilege, Agent Bank may audit Borrowers' Intellectual Property Collateral to confirm compliance with this SectionSection 6.8, provided that Borrowers shall such audit may not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers occur more often than twice per year, unless an Event of Default has occurred and Lenderis continuing. Lender Bank shall have the right, but not the obligation, to take, at Borrowers' sole expense, any actions that Borrowers are required under this Section 6.8 to take but which any Borrower fails Borrowers fail to take, after fifteen (15) 15 days' notice to Borrowers. Borrowers shall reimburse and indemnify Lender Bank for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this SectionSection 6.8.
Appears in 1 contract
Registration of Intellectual Property Rights. (a) Each Borrower shall register Register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: the case may be, those registerable intellectual property rights now owned or hereafter developed or acquired by any such party, to the extent that such party, in its reasonable business judgment, deems it appropriate to so protect such intellectual property rights.
(b) Concurrently with the delivery of the Intellectual Property reports required under Section 6.2(f) above, give Bank written notice of any applications or registrations of intellectual property rights filed during the applicable fiscal quarter with the United States Patent and Trademark Office, including the date of such filing and the registration or application numbers, if any.
(i) those Copyrights listed on Exhibit A to Give Bank not less than 30 days prior written notice of the Intellectual Property Security Agreement identified by Lender as material and those filing of any applications or registrations with the United States Copyright Office, including the title of such intellectual property rights listed to be registered, as such title will appear on Exhibits B such applications or registrations, and C the date such applications or registrations will be filed, and (ii) prior to the Intellectual Property Security Agreement delivered filing of any such applications or registrations by Borrower, execute such documents as Bank may reasonably request for Bank to Lender maintain its perfection in such intellectual property rights to be registered by each Borrower, and upon the request of Bank, file such documents simultaneously with the filing of any such applications or registrations. Upon filing any such applications or registrations with the United States Copyright Office, Borrower in connection shall promptly provide Bank with this Agreement(i) a copy of such applications or registrations, within thirty (30) days of without the date of this Agreementexhibits, if any, thereto, (ii) all registrable Trademarks and Patents any Borrower has developed as evidence of the date filing of this Agreement which are material to any Borrower's business as currently operated and as contemplated documents requested by Bank to be operated filed for Bank to maintain the perfection and which have not yet been registered and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registered, priority of its security interest in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark or Copyright as material after the date of this Agreement, Borrower shall have thirty (30) days from the date of such determination to cause such Patents, Trademarks or Copyrights to be registered on an expedited basisintellectual property rights, and (iii) those additional intellectual property rights developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by Lender, prior to the sale or licensing date of such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Borrowers shall give Agent written notice of all such applications or registrations within five (5) days thereoffiling.
(bd) In connection with Borrower's obligations hereunder, Borrowers shall execute Execute and deliver such additional instruments and documents from time to time as Lender Bank shall reasonably request to perfect Lender's and maintain the priority of Bank’s security interest in the Intellectual Property Collateral.
(c) Borrowers shall (i) protect, defend and maintain the validity and enforceability of the trade secrets, Trademarks, Patents and Copyrights unless Borrowers have obtained the prior written consent of Lender that no such action is necessaryCopyrights, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i(ii) shall be deemed use commercially reasonable efforts to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability detect infringements of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower, (ii) use their best efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise Lender Bank in writing of material infringements detected and (iii) not allow any material Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of LenderBank, which shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower.
(df) Subject Allow Bank to attorney-client privilege, Agent may audit Borrowers' Borrower’s Intellectual Property Collateral to confirm compliance with this SectionSection 6.8, provided that Borrowers shall such audit may not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers occur more often than twice per year, unless an Event of Default has occurred and Lenderis continuing. Lender Bank shall have the right, but not the obligation, to take, at Borrowers' Borrower’s sole expense, any actions that Borrowers are Borrower is required under this Section 6.8 to take but which any Borrower fails to take, after fifteen (15) 15 days' ’ notice to BorrowersBorrower. Borrowers Borrower shall reimburse and indemnify Lender Bank for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this SectionSection 6.8.
Appears in 1 contract
Registration of Intellectual Property Rights. (ai) Each Borrower and each Guarantor shall register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: , (i) those Copyrights listed on Exhibit A to the Intellectual Property Security Agreement identified by Lender as material and those intellectual property rights listed on Exhibits EXHIBITS A, B and C to the Intellectual Property Security Agreement and each Subsidiary Intellectual Property Security Agreement delivered to Lender by each Borrower in connection with this Agreement, within thirty forty-five (3045) days of the date of this Agreement, (ii) all registrable Trademarks and Patents material registerable intellectual property rights (including registerable software) Borrower or any Borrower Guarantor has developed as of the date of this Agreement which are material but heretofore failed to any Borrower's business as currently operated and as contemplated to be operated and which have not yet been registered and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registeredregister, in each case within thirty forty-five (3045) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark or Copyright as material after the date of this Agreement, Borrower shall have thirty (30) days from the date of such determination to cause such Patents, Trademarks or Copyrights to be registered on an expedited basis, and (iii) those additional material intellectual property rights developed or acquired by Borrower or any Borrower Guarantor from time to time in connection with any product or service and reasonably deemed material by Lenderproduct, prior to the sale or licensing of such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits EXHIBITS A, B and C). Borrowers ; provided, that Borrower and each Guarantor shall give Agent written notice of all in any event register, within the time and in the manner specified herein, such applications intellectual property rights (including registerable software) as are developed or registrations within obtained in connection with any product accounting for more than five percent (5%) days of such Borrower's or Guarantor's gross revenues in any calendar month. Borrower shall promptly notify the Agent of each such application or registration, and promptly deliver to Agent copies thereof, together with updated EXHIBITS A, B and C to the Intellectual Property Security Agreement or Subsidiary Intellectual Property Security Agreement, as applicable, setting forth the titles, registration numbers, and registration dates of the intellectual property rights required to be registered pursuant to this Section.
(bii) In connection with Borrower's obligations hereunder, Borrowers Borrower and each Guarantor shall execute and deliver such additional instruments and documents from time to time as Lender the Agent shall reasonably request to perfect Lenderthe Agent's and the Lenders' security interest in the Intellectual Property CollateralCollateral (as defined in the Intellectual Property Security Agreement and any Subsidiary Intellectual Property Security Agreement).
(ciii) Borrowers Borrower and each Guarantor shall (i) protect, defend and maintain the validity and enforceability of the Trademarks, Patents Patents, and Copyrights unless Borrowers have obtained (as such terms are defined in the prior written consent of Lender that no such action is necessary, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i) shall be deemed to have occurred for failure by Borrower to take appropriate action to so protect, defend Intellectual Property Security Agreement and maintain the validity and enforceability of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from BorrowerSubsidiary Intellectual Property Security Agreement), (ii) use their its best efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks Trademarks, Patents, and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise Lender the Agent in writing of material infringements detected and (iii) not allow any Trademarks, Patents Patents, or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of Lenderthe Lenders, which shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower.
(div) Subject to attorney-client privilege, the Agent may audit Borrowers' Intellectual Property Collateral to confirm compliance with this Section, provided that Borrowers shall not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers and Lender. Lender shall have the right, but not the obligation, to take, at Borrowers' Borrower's sole expense, any actions that Borrowers are Borrower or any Guarantor is required under this Section to take but which any Borrower or such Guarantor fails to take, after fifteen (15) days' notice to BorrowersBorrower. Borrowers Borrower shall reimburse and indemnify Lender the Agent for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this Section.
Appears in 1 contract
Registration of Intellectual Property Rights. (a) Each Borrower shall register file applications for registration or cause applications for registration to be registered filed on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: the case may be, those registerable intellectual property rights now owned or hereafter developed or acquired by Borrower, to the extent that Borrower, in its reasonable business judgment, deems it appropriate to so protect such intellectual property rights.
(b) Borrower shall promptly give Bank written notice of any applications for registrations of intellectual property rights filed with the United States Patent and Trademark Office, including the date of such filing and the registration or application numbers, if any.
(c) Borrower shall (i) those Copyrights listed on Exhibit A to give Bank not less than 30 days prior written notice of the Intellectual Property Security Agreement identified by Lender as material and those filing of any applications for registrations with the United States Copyright Office, including the title of such intellectual property rights listed to be registered, as such title will appear on Exhibits B such applications for registrations, and C the date such applications or registrations will be filed, and (ii) prior to the Intellectual Property Security Agreement delivered filing of any such applications or registrations, shall execute such documents as Bank may reasonably request for Bank to Lender maintain its perfection in such intellectual property rights to be registered by each Borrower, and upon the request of Bank, shall file such documents simultaneously with the filing of any such applications or registrations. Upon filing any such applications for registrations with the United States Copyright Office, Borrower in connection shall promptly provide Bank with this Agreement(i) a copy of such applications or registrations, within thirty (30) days of without the date of this Agreementexhibits, if any, thereto, (ii) all registrable Trademarks and Patents any Borrower has developed as evidence of the date filing of this Agreement which are material to any Borrower's business as currently operated and as contemplated documents requested by Bank to be operated filed for Bank to maintain the perfection and which have not yet been registered and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registered, priority of its security interest in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark or Copyright as material after the date of this Agreement, Borrower shall have thirty (30) days from the date of such determination to cause such Patents, Trademarks or Copyrights to be registered on an expedited basisintellectual property rights, and (iii) those additional intellectual property rights developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by Lender, prior to the sale or licensing date of such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Borrowers shall give Agent written notice of all such applications or registrations within five (5) days thereoffiling.
(bd) In connection with Borrower's obligations hereunder, Borrowers Borrower shall execute and deliver such additional instruments and documents from time to time as Lender Bank shall reasonably request to perfect Lenderand maintain the priority of Bank's security interest in the Intellectual Property Collateral.
(ce) Borrowers Subject to the exercise of Borrower’s reasonable business judgment, Borrower shall (i) protect, defend and maintain the validity and enforceability of the trade secrets, Trademarks, Patents and Copyrights unless Borrowers have obtained the prior written consent of Lender that no such action is necessaryCopyrights, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i(ii) shall be deemed use commercially reasonable efforts to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability detect infringements of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower, (ii) use their best efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise Lender Bank in writing of material infringements detected and (iii) not allow any material Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of LenderBank, which shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower.
(df) Subject to attorney-client privilege, Agent Bank may audit Borrowers' Borrower's Intellectual Property Collateral to confirm compliance with this SectionSection 6.8, provided that Borrowers shall such audit may not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers occur more often than twice per year, unless an Event of Default has occurred and Lenderis continuing. Lender Bank shall have the right, but not the obligation, to take, at Borrowers' Borrower's sole expense, any actions that Borrowers are Borrower is required under this Section 6.8 to take but which any Borrower fails to take, after fifteen (15) 15 days' notice to BorrowersBorrower. Borrowers Borrower shall reimburse and indemnify Lender Bank for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this SectionSection 6.8.
Appears in 1 contract
Samples: Loan and Security Agreement (Citadel Security Software Inc)
Registration of Intellectual Property Rights. (a) Each Borrower shall use its best efforts to register or cause to be registered on an expedited basis (to the extent not already registered), and in any event shall register or cause to be registered within six (6) months from the date of this agreement and at all times thereafter, with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: (i) those Copyrights listed on Exhibit A to the Intellectual Property Security Agreement identified by Lender as material and those intellectual property rights listed on Exhibits A, B and C to the Intellectual Property Security Agreement delivered to Lender Bank by each Borrower in connection with this Agreement, within thirty (30) days of the date of this Agreement, (ii) all registrable Trademarks and Patents any owned registerable intellectual property rights Borrower has developed as of the date of this Agreement which are material but heretofore failed to any Borrower's business as currently operated and as contemplated to be operated and which have not yet been registered and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registered, in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark or Copyright as material after the date of this Agreement, Borrower shall have thirty (30) days from the date of such determination to cause such Patents, Trademarks or Copyrights to be registered on an expedited basisregister, and (iii) those additional owned intellectual property rights developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by Lenderservice, prior to the sale or licensing of such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C); which, in the aggregate, gives rise to eighty percent (80%) or more of Borrower's software revenue in any given month. Borrowers Borrower shall give Agent written Bank notice of all such applications or registrations within five (5) days thereofregistrations.
(b) In connection with Borrower's obligations hereunder, Borrowers Borrower shall execute and deliver such additional instruments and documents from time to time as Lender Bank shall reasonably request to perfect LenderBank's security interest in the Intellectual Property Collateral.
(c) Borrowers Borrower shall (i) protect, defend and maintain the validity and enforceability of the its material, owned Trademarks, Patents and Copyrights unless Borrowers have obtained the prior written consent of Lender that no such action is necessary, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i) shall be deemed to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from BorrowerCopyrights, (ii) use their its best efforts to detect infringements of the such Trademarks, Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise Lender Bank in writing of material infringements detected with respect thereto and (iii) not allow any material Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of LenderBank, which shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower.
(d) Subject to attorney-client privilege, Agent Bank may audit Borrowers' Borrower's Intellectual Property Collateral to confirm compliance with this Section, provided that Borrowers shall such audit may not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers occur more often than twice per year, unless an Event of Default has occurred and Lenderis continuing. Lender Bank shall have the right, but not the obligation, to take, at Borrowers' Borrower's sole expense, any actions that Borrowers are Borrower is required under this Section to take but which any Borrower fails to take, after fifteen (15) days' notice to BorrowersBorrower. Borrowers Borrower shall reimburse and indemnify Lender Bank for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this Section.
Appears in 1 contract
Registration of Intellectual Property Rights. (a) Each Borrower shall register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: (i) those Copyrights listed on Exhibit A to the Intellectual Property Security Agreement identified by Lender as material and , those intellectual property rights listed on Exhibits A, B and C to the Intellectual Property Security Agreement delivered to Lender Bank by each Borrower in connection with this Agreement, Agreement within thirty (30) days of the date of this Agreement, (ii) all registrable Trademarks and Patents any Borrower has developed as of the date of this Agreement which are material to any Borrower's business as currently operated and as contemplated to be operated and which have not yet been registered and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registered, in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark or Copyright as material after the date of this Agreement, . Borrower shall have thirty (30) days from the date of such determination to register or cause such Patents, Trademarks or Copyrights to be registered on an expedited basiswith the United States Patent and Trademark Office or the United States Copyright Office, and (iii) as applicable, those additional intellectual property rights developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by Lender, prior to the sale or licensing of such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Borrowers shall give Agent written notice of all such applications or registrations within five (5) days thereof.C.
(b) In connection with Borrower's obligations hereunder, Borrowers Borrower shall execute and deliver such additional instruments and documents from time to time as Lender Bank shall reasonably request to perfect LenderBank's security interest in the Intellectual Property Collateral.
(c) Borrowers Borrower shall (i) protect, defend and maintain the validity and enforceability of the Trademarks, Patents and Copyrights unless Borrowers have obtained listed on Exhibits A, B and C of the prior written consent of Lender that no such action is necessaryIntellectual Property Security Agreement, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i(ii) shall be deemed to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability detect infringements of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take listed on such measures to Agent promptly following any Borrower's learning of the same Exhibits A, B and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower, (ii) use their best efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect C and promptly advise Lender Bank in writing of material infringements detected and (iii) not allow any Trademarks, Patents or Copyrights listed on such Exhibits A, B and C to be abandoned, forfeited or dedicated to the public without the written consent of LenderBank, which shall not be unreasonably withheld; provided, however, unless Bank determines that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood reasonable business practices suggest that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrowerabandonment is appropriate.
(d) Subject to attorney-client privilege, Agent may audit Borrowers' Intellectual Property Collateral to confirm compliance with this Section, provided that Borrowers shall not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers and Lender. Lender Bank shall have the right, but not the obligation, to take, at Borrowers' Borrower's sole expense, any actions that Borrowers are Borrower is required under this Section 6.12 to take but which any Borrower fails to take, after fifteen (15) days' notice to BorrowersBorrower. Borrowers Borrower shall reimburse and indemnify Lender Bank for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this SectionSection 6.12.
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Registration of Intellectual Property Rights. (a) Each Borrower Borrowers shall register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: (i) the case may be, those Copyrights listed on Exhibit A to the registrable Intellectual Property Security Agreement identified by Lender as material and those intellectual property rights listed on Exhibits B and C to the Intellectual Property Security Agreement delivered to Lender by each Borrower in connection with this Agreement, within thirty (30) days of the date of this Agreement, (ii) all registrable Trademarks and Patents any Borrower has developed as of the date of this Agreement which are material to any Borrower's business as currently operated and as contemplated to be operated and which have not yet been registered and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registered, in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark now owned or Copyright as material after the date of this Agreement, Borrower shall have thirty (30) days from the date of such determination to cause such Patents, Trademarks or Copyrights to be registered on an expedited basis, and (iii) those additional intellectual property rights hereafter developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by LenderBorrowers, prior to the sale or licensing of extent that Borrowers, in their reasonable business judgment, deems it appropriate to so protect such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Borrowers shall give Agent written notice of all such applications or registrations within five (5) days thereofIntellectual Property rights.
(b) In connection Within 30 days of the last day of each fiscal quarter, Borrowers shall (i) give Agent a report of any applications or registrations filed during that quarter with the United States Copyright Office, including the title of such Intellectual Property rights registered and the date such applications or registrations were filed; (ii) execute such documents as Agent may reasonably request for Agent to maintain its perfection in such Intellectual Property rights registered by such Borrower's obligations hereunder; (iii) upon the request of Agent, either deliver to Agent or file such documents as are necessary for Agent to maintain its perfection in such Intellectual Property rights; (iv) provide Agent with a copy of such applications or registrations together with any exhibits, evidence of the filing of any documents requested by Agent to be filed for Agent to maintain the perfection and priority of its security interest in such Intellectual Property rights, and the date of such filing.
(c) Borrowers shall execute and deliver such additional instruments and documents from time to time as Lender Agent shall reasonably request to perfect Lender's and maintain the perfection and priority of Agent’s security interest in the Intellectual Property CollateralProperty.
(cd) Borrowers shall (i) protect, defend defend, and maintain the validity and enforceability of the trade secrets, Trademarks, Patents Patents, and Copyrights unless Borrowers have obtained the prior written consent of Lender that no such action is necessary, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i) shall be deemed to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from BorrowerCopyrights, (ii) use their best commercially reasonable efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks Trademarks, Patents, and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise Lender Agent in writing of material infringements detected detected, and (iii) not allow any material Trademarks, Patents Patents, or Copyrights to be abandoned, forfeited forfeited, or dedicated to the public without the written consent of LenderAgent, which shall not be unreasonably withheld; provided, howeverconditioned, that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrowerdelayed.
(de) Subject to attorney-client privilege, Agent may audit Borrowers' ’ Intellectual Property Collateral to confirm compliance with this SectionSection 6.10, provided that Borrowers shall such audit may not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers occur more often than once per year, unless an Event of Default has occurred and Lenderis continuing. Lender Agent shall have the right, but not the obligation, to take, at Borrowers' any Borrower’s sole expense, any actions that Borrowers are such Borrower is required under this Section 6.10 to take but which any Borrower fails to take, after fifteen (15) 15 days' ’ notice to Borrowers. Borrowers shall reimburse and indemnify Lender for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this Sectionsuch Borrower.
Appears in 1 contract
Registration of Intellectual Property Rights. (a) Each Without limiting the terms of subsection (b) below, Borrower shall register within the period required by Section 6(h) of the Schedule, give Lender written notice of any applications or cause registrations it files or obtains with respect to Intellectual Property filed with the United States Patent and Trademark Office, including the date of any such filing and the registration or application numbers, if any.
(b) Borrower shall (i) give Lender within the period required by Section 6(h) of the Schedule, notice of the filing of any applications or registrations with the United States Copyright Office, including the title of such intellectual property rights registered, as such title appears on such applications or registrations, and the date such applications or registrations were filed; (ii) promptly upon the request of Lender, execute such documents as Lender may reasonably request for Lender to maintain its perfection in the Intellectual Property rights to be registered on an expedited basis by Borrower; (iii) upon the request of Lender, either deliver to the extent not already registered) Lender or file such documents with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: ; (iiv) those Copyrights listed on Exhibit A to promptly upon the Intellectual Property Security Agreement identified by Lender as material and those intellectual property rights listed on Exhibits B and C to the Intellectual Property Security Agreement delivered to Lender by each Borrower in connection with this Agreement, within thirty (30) days request of the date of this Agreement, (ii) all registrable Trademarks and Patents any Borrower has developed as of the date of this Agreement which are material to any Borrower's business as currently operated and as contemplated to be operated and which have not yet been registered and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registered, in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark or Copyright as material after the date of this Agreement, Borrower shall have thirty (30) days from the date of such determination to cause such Patents, Trademarks or Copyrights to be registered on an expedited basis, and (iii) those additional intellectual property rights developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by Lender, prior to the sale or licensing provide Lender with a copy of such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Borrowers shall give Agent written notice of all such applications or registrations within five (5) days thereof.
(b) In connection together with Borrower's obligations hereunderany exhibits, Borrowers shall execute evidence of the filing of any documents requested by Lender to be filed for Lender to maintain the perfection and deliver such additional instruments and documents from time to time as Lender shall reasonably request to perfect Lender's priority of its security interest in the such Intellectual Property Collateralrights.
(c) Borrowers Borrower shall use commercially reasonable efforts to (i) protect, defend and maintain the validity and enforceability of the Trademarks, Patents and Copyrights unless Borrowers have obtained the prior written consent of Lender Intellectual Property that no such action is necessary, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i) shall be deemed material to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower, (ii) use their best efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or CopyrightIntellectual Property, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise Lender in writing of infringements detected and (iii) not allow any Trademarks, Patents or Copyrights material Intellectual Property that is material to Borrower to be abandoned, forfeited or dedicated to the public without the written consent of Lender, which shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower.
(d) Subject to attorney-client privilege, Agent may audit Borrowers' Intellectual Property Collateral to confirm compliance with this Section, provided that Borrowers shall not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers and Lender. Lender shall have the right, but not the obligation, to take, at Borrowers' Xxxxxxxx’s sole expense, any actions that Borrowers are Borrower is required under this Section 5.8 to take but which any Borrower fails to take, after fifteen (15) 15 days' ’ notice to BorrowersBorrower. Borrowers Borrower shall reimburse and indemnify Lender for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this Section.
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Registration of Intellectual Property Rights. (a) Each Borrower shall register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: (i) those Copyrights listed on Exhibit A to the Intellectual Property Security Agreement identified by Lender as material and , those intellectual property rights listed on Exhibits A, B and C to the Intellectual Property Security Agreement delivered to Lender Bank by each Borrower in connection with this Agreement, Agreement within thirty (30) 30 days of the date of this Agreement, (ii) all registrable Trademarks and Patents any Borrower has developed as of the date of this Agreement which are material to any Borrower's business as currently operated and as contemplated to be operated and which have not yet been registered and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registered, in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark or Copyright as material after the date of this Agreement, . Borrower shall have thirty (30) days from the date of such determination to register or cause such Patents, Trademarks or Copyrights to be registered on an expedited basiswith the United States Patent and Trademark Office or the United States Copyright Office, and (iii) as applicable, those additional material intellectual property rights (a material intellectual property right shall be deemed to include any such right which contributes five per cent or more of Borrower's gross revenues in any fiscal quarter) developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by Lender, prior to the sale or licensing of such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including including, without limitation major limitation, revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Borrowers shall give Agent written notice of all such applications or registrations within five (5) days thereof.C.
(b) In connection with Borrower's obligations hereunder, Borrowers Borrower shall execute and deliver such additional instruments and documents from time to time as Lender Bank shall reasonably request to perfect LenderBank's security interest in the Intellectual Property Collateral.
(c) Borrowers Borrower shall (i) protect, defend and maintain the validity and enforceability of the Trademarks, Patents Patents, Copyrights, and Copyrights unless Borrowers have obtained the prior written consent of Lender that no such action is necessary, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i) shall be deemed to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from BorrowerMask Works, (ii) use their its best efforts to detect infringements of the Patents Trademarks, Patents, Copyrights and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect Mask Works and promptly advise Lender Bank in writing of material infringements detected and (iii) not allow any Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of Lender, which shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower.not
(d) Subject to attorney-client privilege, Agent may audit Borrowers' Intellectual Property Collateral to confirm compliance with this Section, provided that Borrowers shall not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers and Lender. Lender Bank shall have the right, but not the obligation, to take, at Borrowers' Borrower's sole expense, any actions that Borrowers are Borrower is required under this Section 6.11 to take but which any Borrower fails to take, after fifteen (15) days' 15 days notice to BorrowersBorrower. Borrowers Borrower shall reimburse and indemnify Lender Bank for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this SectionSection 6.11.
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Registration of Intellectual Property Rights. (a1) Each Borrower shall register promptly give Bank written notice of any applications or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: (i) those Copyrights listed on Exhibit A to the Intellectual Property Security Agreement identified by Lender as material and those registrations of intellectual property rights listed on Exhibits B and C to filed with the Intellectual Property Security Agreement delivered to Lender by each Borrower in connection with this Agreementapplicable intellectual property office or authority, within thirty (30) days of the date of this Agreement, (ii) all registrable Trademarks and Patents any Borrower has developed as of the date of this Agreement which are material to any Borrower's business as currently operated and as contemplated to be operated and which have not yet been registered and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registered, in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark or Copyright as material after the date of this Agreement, Borrower shall have thirty (30) days from including the date of such determination filing and the registration or application numbers, if any.
(2) Each Borrower shall (i) give Bank prior written notice prior to cause the filing of any such Patentsapplications or registrations, Trademarks or Copyrights execute such documents as Bank may reasonably request for Bank to maintain its perfection in such intellectual property rights to be registered on an expedited basisby such Borrower; (ii) upon the request of Bank, either deliver to Bank or file such documents simultaneously with the filing of any such applications or registrations; and (iii) those additional intellectual property rights developed upon filing any such applications or acquired by any Borrower from time to time in connection registrations, promptly provide Bank with any product or service and reasonably deemed material by Lender, prior to the sale or licensing a copy of such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Borrowers shall give Agent written notice of all such applications or registrations within five (5) days thereoftogether with any exhibits, evidence of the filing of any documents requested by Bank to be filed for Bank to maintain the perfection and priority of its security interest in such intellectual property rights, and the date of such filing.
(b3) In connection with Borrower's obligations hereunder, Borrowers Each Borrower shall execute and deliver such additional instruments and documents from time to time as Lender Bank shall reasonably request to perfect Lender's and maintain the perfection and priority of Bank’s security interest in the Intellectual Property Collateral.
(c4) Borrowers Each Borrower shall (i) protect, defend and maintain the validity and enforceability of the trade secrets, Trademarks, Patents and Copyrights unless Borrowers have obtained the prior written consent of Lender that no such action is necessaryCopyrights, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i(ii) shall be deemed to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability detect infringements of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower, (ii) use their best efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise Lender Bank in writing of material infringements detected and (iii) not allow any material Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of LenderBank, which shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower.
(d5) Subject to attorney-client privilege, Agent Bank may audit Borrowers' ’ Intellectual Property Collateral to confirm compliance with Section 6.2(a) and this SectionSection 6.8, provided that Borrowers shall such audit may not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers occur more often than twice per year, unless an Event of Default has occurred and Lenderis continuing. Lender Bank shall have the right, but not the obligation, to take, at Borrowers' ’ sole expense, any actions that Borrowers are a Borrower is required under this Section 6.8 to take but which any a Borrower fails to take, after fifteen (15) days' ’ notice to Borrowers. Borrowers shall reimburse and indemnify Lender Bank for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this SectionSection 6.8.
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Registration of Intellectual Property Rights. (a) Each Borrower shall register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: the case may be, those registerable intellectual property rights now owned or hereafter developed or acquired by such Borrower, to the extent that such Borrower, in its reasonable business judgment, deems it appropriate to so protect such intellectual property rights.
(b) Each Borrower shall promptly give Bank written notice of any applications or registrations of intellectual property rights filed with the United States Patent and Trademark Office, including the date of such filing and the registration or application numbers, if any.
(c) Each Borrower shall (i) those Copyrights listed on Exhibit A to give Bank not less than 30 days prior written notice of the Intellectual Property Security Agreement identified by Lender as material and those filing of any applications or registrations with the United States Copyright Office, including the title of such intellectual property rights listed to be registered, as such title will appear on Exhibits B such applications or registrations, and C the date such applications or registrations will be filed, and (ii) prior to the Intellectual Property Security Agreement delivered filing of any such applications or registrations, shall execute such documents as Bank may reasonably request for Bank to Lender maintain its perfection in such intellectual property rights to be registered by such Borrower, and upon the request of Bank, shall file such documents simultaneously with the filing of any such applications or registrations. Upon filing any such applications or registrations with the United States Copyright Office, each Borrower in connection shall promptly provide Bank with this Agreement(i) a copy of such applications or registrations, within thirty (30) days of without the date of this Agreementexhibits, if any, thereto, (ii) all registrable Trademarks and Patents any Borrower has developed as evidence of the date filing of this Agreement which are material to any Borrower's business as currently operated and as contemplated documents requested by Bank to be operated filed for Bank to maintain the perfection and which have not yet been registered and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registered, priority of its security interest in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark or Copyright as material after the date of this Agreement, Borrower shall have thirty (30) days from the date of such determination to cause such Patents, Trademarks or Copyrights to be registered on an expedited basisintellectual property rights, and (iii) those additional intellectual property rights developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by Lender, prior to the sale or licensing date of such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Borrowers shall give Agent written notice of all such applications or registrations within five (5) days thereoffiling.
(bd) In connection with Borrower's obligations hereunder, Borrowers Each Borrower shall execute and deliver such additional instruments and documents from time to time as Lender Bank shall reasonably request to perfect Lenderand maintain the priority of Bank's security interest in the Intellectual Property Collateral.
(ce) Borrowers Each Borrower shall (i) protect, defend and maintain the validity and enforceability of the trade secrets, Trademarks, Patents and Copyrights unless Borrowers have obtained the prior written consent of Lender that no such action is necessaryCopyrights, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i(ii) shall be deemed use commercially reasonable efforts to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability detect infringements of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower, (ii) use their best efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise Lender Bank in writing of material infringements detected and (iii) not allow any material Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of LenderBank, which shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower.
(df) Subject to attorney-client privilege, Agent Bank may audit Borrowers' Intellectual Property Collateral to confirm compliance with this SectionSection 6.8, provided that Borrowers shall such audit may not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers occur more often than twice per year, unless an Event of Default has occurred and Lenderis continuing. Lender Bank shall have the right, but not the obligation, to take, at Borrowers' sole expense, any actions that Borrowers are required under this Section 6.8 to take but which any Borrower fails Borrowers fail to take, after fifteen (15) 15 days' notice to Borrowers. .
(g) Borrowers shall reimburse and indemnify Lender Bank for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this SectionSection 6.8.
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Registration of Intellectual Property Rights. (a) Each Borrower shall register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: the case may be, those registrable intellectual property rights now owned or hereafter developed or acquired by Borrower, to the extent that Borrower, in its reasonable business judgment, deems it appropriate to so protect such intellectual property rights.
(b) Borrower shall promptly give Bank written notice of any applications or registrations of intellectual property rights filed with the United States Patent and Trademark Office, including the date of such filing and the registration or application numbers, if any.
(c) Borrower shall (i) those Copyrights listed on Exhibit A to the Intellectual Property Security Agreement identified by Lender as material and those intellectual property rights listed on Exhibits B and C to the Intellectual Property Security Agreement delivered to Lender by each Borrower in connection with this Agreement, within give Bank not less than thirty (30) days prior written notice of the filing of any applications or registrations with the United States Copyright Office, including the title of such intellectual property rights to be registered, as such title will appear on such applications or registrations, and the date of this Agreement, such applications or registrations will be filed; (ii) all registrable Trademarks and Patents prior to the filing of any Borrower has developed such applications or registrations, execute such documents as Bank may reasonably request for Bank to maintain its perfection in such intellectual property rights to be registered by Borrower; (iii) upon the request of Bank, either deliver to Bank or file such documents simultaneously with the filing of any such applications or registrations; (iv) upon filing any such applications or registrations, promptly provide Bank with a copy of such applications or registrations together with any exhibits, evidence of the date filing of this Agreement which are material to any Borrower's business as currently operated and as contemplated documents requested by Bank to be operated filed for Bank to maintain the perfection and which have not yet been registered priority of its security interest in such intellectual property rights, and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registered, in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark or Copyright as material after the date of this Agreement, Borrower shall have thirty (30) days from the date of such determination to cause such Patents, Trademarks or Copyrights to be registered on an expedited basis, and (iii) those additional intellectual property rights developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by Lender, prior to the sale or licensing of such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Borrowers shall give Agent written notice of all such applications or registrations within five (5) days thereoffiling.
(bd) In connection with Borrower's obligations hereunder, Borrowers Borrower shall execute and deliver such additional instruments and documents from time to time as Lender Bank shall reasonably request to perfect Lender's and maintain the perfection and priority of Bank’s security interest in the Intellectual Property Collateral.
(ce) Borrowers Borrower shall use commercially reasonably efforts to (i) protect, defend and maintain the validity and enforceability of the Trademarks, Patents Patents, Copyrights, and Copyrights unless Borrowers have obtained the prior written consent of Lender that no such action is necessarytrade secrets, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i(ii) shall be deemed to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability detect infringements of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower, (ii) use their best efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise Lender Bank in writing of material infringements detected and (iii) not allow any material Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of LenderBank, which shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower.
(df) Subject to attorney-client privilege, Agent Bank may audit Borrowers' Borrower’s Intellectual Property Collateral to confirm compliance with this SectionSection 6.8, provided that Borrowers shall such audit may not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers occur more often than twice per year, unless an Event of Default has occurred and Lenderis continuing. Lender Bank shall have the right, but not the obligation, to take, at Borrowers' Borrower’s sole expense, any actions that Borrowers are Borrower is required under this Section 6.10 to take but which any Borrower fails to take, after fifteen (15) days' ’ notice to BorrowersBorrower. Borrowers Borrower shall reimburse and indemnify Lender Bank for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this SectionSection 6.10.”
Appears in 1 contract
Samples: Loan and Security Agreement (Scientific Learning Corp)
Registration of Intellectual Property Rights. (a) Each Borrower shall register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: (i) those Copyrights listed on Exhibit A to the Intellectual Property Security Agreement identified by Lender as material and , those intellectual property rights listed on Exhibits A, B and C to the Intellectual Property Security Agreement delivered to Lender Bank by each Borrower in connection with this Agreement, Agreement within thirty (30) days of the date of this Agreement. Borrower shall, on an expedited basis, register or cause to be registered with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, and notify Bank of, all registerable intellectual property rights which constitute or give rise to more than five percent (ii5%) all registrable Trademarks and Patents of Borrower's gross income in any fiscal quarter which Borrower has developed as of the date of this Agreement which are material but heretofore failed to any Borrower's business as currently operated register and as contemplated to be operated and which have not yet been registered and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registered, in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark or Copyright as material after the date of this Agreement, give Bank notice thereof. Borrower shall have thirty (30) days from the date of such determination to register or cause such Patents, Trademarks or Copyrights to be registered on an expedited basiswith the United States Patent and Trademark Office or the United States Copyright Office, as applicable, and (iii) notify Bank of those additional intellectual property rights which constitute or give rise to more than five percent (5%) of Borrower's gross income in any fiscal quarter which are developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by Lender, prior to the sale or licensing of such product or the rendering of such service to any third party, party and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Borrowers ) and shall give Agent written Bank notice of all such applications or registrations within five (5) days thereof.
(b) In connection with Borrower's obligations hereunder, Borrowers Borrower shall execute and deliver such additional instruments and documents from time to time as Lender Bank shall reasonably request to perfect LenderBank's security interest in the Intellectual Property Collateral.
(c) Borrowers Borrower shall (i) protect, defend and maintain the validity and enforceability of the Trademarks, Patents and Copyrights unless Borrowers have obtained the prior written consent of Lender that no such action is necessaryCopyrights, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i(ii) shall be deemed use its best efforts to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability detect infringements of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower, (ii) use their best efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise Lender Bank in writing of material infringements detected and (iii) not allow any material Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of LenderBank, which shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower.
(d) Subject to attorney-client privilege, Agent Bank may audit Borrowers' Borrower's Intellectual Property Collateral to confirm compliance with this SectionSection 6.7, provided that Borrowers shall such audit may not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers occur more often than once per year, unless an Event of Default has occurred and Lenderis continuing. Lender Bank shall have the right, but not the obligation, to take, at Borrowers' Borrower's sole expense, any actions that Borrowers are Borrower is required under this Section 6.7 to take but which any Borrower fails to take, after fifteen (15) days' notice to BorrowersBorrower. Borrowers Borrower shall reimburse and indemnify Lender Bank for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this SectionSection 6.7.
Appears in 1 contract
Registration of Intellectual Property Rights. (a) Each Borrower shall register or cause to be registered registered, on an expedited basis basis, (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: (i) those Copyrights listed on Exhibit A to the Intellectual Property Security Agreement identified by Lender as material and , those intellectual property rights (if any) listed on Exhibits B A, B, C and C D to the Intellectual Property Security Agreement delivered to Lender by each Borrower in connection with this Agreement, Agreement within thirty (30) days of the date of this Agreement, (ii) all registrable Trademarks and Patents any Borrower has developed but only to the extent such registration is necessary as of the date of this Agreement which are material a condition to any Borrowerperfecting Lender's business as currently operated and as contemplated to be operated and which have not yet been registered and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registered, in each case within thirty (30) days of the date of this Agreement; provided, however, that security interest in the event Lender identifies any Patent, Trademark or Copyright as material after the date of this Agreement, Collateral. Borrower shall have thirty (30) days from the date of such determination to register or cause such Patents, Trademarks or Copyrights to be registered on an expedited basiswith the United States Patent and Trademark Office or the United States Copyright Office, and (iii) as applicable, those additional intellectual property rights developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by Lender, prior to the sale or licensing of such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B B, C and C). Borrowers shall give Agent written notice of all D, but only to the extent such applications or registrations registration is necessary as a condition to perfecting Lender's security interest in any material intellectual property right included within five (5) days thereofthe Collateral.
(b) In connection with Borrower's obligations hereunder, Borrowers Borrower shall execute and deliver such additional instruments and documents from time to time as Lender shall reasonably request to perfect Lender's security interest in the Intellectual Property Collateral.
(c) Borrowers Borrower shall (i) protect, defend and maintain the validity and enforceability of the Domain Names, Trademarks, Patents and Copyrights unless Borrowers have obtained the prior written consent of Lender that no such action is necessaryCopyrights, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i(ii) shall be deemed use its best efforts to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability detect infringements of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower, (ii) use their best efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise Lender in writing of material infringements detected detected, (iii) keep current all fees due to maintain the Domain Names, and maintain the sites represented by each of the Domain Names and (iiiiv) not allow any Domain Names, Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of Lender, which shall not be unreasonably withheld; provided, however, unless Lender determines that no breach of this Section 6.9(c)(iii) shall be deemed to abandonment will not have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of an adverse effect on the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from BorrowerCollateral.
(d) Subject to attorney-client privilege, Agent may audit Borrowers' Intellectual Property Collateral to confirm compliance with this Section, provided that Borrowers shall not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers and Lender. Lender shall have the right, but not the obligation, to take, at Borrowers' Borrower's sole expense, any actions that Borrowers are Borrower is required under this Section 6.7 to take but which any Borrower fails to take, after fifteen (15) days' notice to BorrowersBorrower. Borrowers Borrower shall reimburse and indemnify Lender for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this SectionSection 6.7.
Appears in 1 contract
Registration of Intellectual Property Rights. (a) Each Borrower shall promptly (but without incurring any additional expense) register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: (i) those Copyrights listed on Exhibit A to the Intellectual Property Security Agreement identified by Lender as material and those all registerable intellectual property rights listed on Exhibits B and C Borrower that are material to the Intellectual Property Security Borrower's business that Borrower has developed as of the date of this Agreement delivered but heretofore failed to Lender by each Borrower in connection with this Agreementregister, within thirty forty (3040) days of the date of this Agreement, (ii) all registrable those additional Patents, Copyrights and Trademarks and Patents any Borrower has developed as of the date of this Agreement which that are material to the Borrower or which give rise to more than five percent (5%) of its gross revenue in any Borrower's business as currently operated and as contemplated to be operated and which have not yet been registered and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registeredgiven month, in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark or Copyright as material after the date of this Agreement, Borrower shall have thirty (30) days including without limitation revenue derived from the date sale, licensing, rendering or disposition of such determination to cause such Patents, Trademarks or Copyrights to be registered on an expedited basis, and (iii) those additional intellectual property rights developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by Lender, prior to the sale or licensing of such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and Crights). Borrowers Borrower shall give Agent written Bank notice of all such applications or registrations within five (5) days thereofregistrations.
(b) In connection with Borrower's obligations hereunder, Borrowers Borrower shall execute and deliver such additional instruments and documents from time to time as Lender Bank shall reasonably request to perfect LenderBank's security interest in the Intellectual Property Collateral.
(c) Borrowers Borrower shall (i) protect, defend and maintain the validity and enforceability of the its material Trademarks, Patents and Copyrights unless Borrowers have obtained the prior written consent of Lender that no such action is necessaryCopyrights, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i(ii) shall be deemed use reasonable efforts to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability detect infringements of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower, (ii) use their best efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise Lender Bank in writing of material infringements detected and (iii) not allow any material Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of LenderBank, which shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower.
(d) Subject to attorney-client privilege, Agent Bank may audit Borrowers' Borrower's Intellectual Property Collateral during regular business hours to confirm compliance with this Section, provided that Borrowers shall such audit may not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers occur more often than twice per year, unless an Event of Default has occurred and Lenderis continuing. Lender Bank shall have the right, but not the obligation, to take, at Borrowers' Borrower's sole expense, any actions that Borrowers are Borrower is required under this Section to take but which any Borrower fails to take, after fifteen (15) days' notice to BorrowersBorrower. Borrowers Borrower shall reimburse and indemnify Lender Bank for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this Section.
Appears in 1 contract
Samples: Loan and Security Agreement (Ditech Communications Corp)
Registration of Intellectual Property Rights. (a) Each Borrower shall register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: the case may be, those registrable intellectual property rights now owned or hereafter developed or acquired by Borrower, to the extent that Borrower, in its reasonable business judgment, deems it appropriate to so protect such intellectual property rights.
(b) Borrower shall promptly give Bank written notice of any applications or registrations of intellectual property rights filed with the United States Patent and Trademark Office, including the date of such filing and the registration or application numbers, if any.
(c) Borrower shall (i) those Copyrights listed on Exhibit A to the Intellectual Property Security Agreement identified by Lender as material and those intellectual property rights listed on Exhibits B and C to the Intellectual Property Security Agreement delivered to Lender by each Borrower in connection with this Agreement, within give Bank not less than thirty (30) days prior written notice of the filing of any applications or registrations with the United States Copyright Office, including the title of such intellectual property rights to be registered, as such title will appear on such applications or registrations, and the date of this Agreement, such applications or registrations will be filed; (ii) all registrable Trademarks and Patents prior to the filing of any Borrower has developed such applications or registrations, execute such documents as Bank may reasonably request for Bank to maintain its perfection in such intellectual property rights to be registered by Borrower; (iii) upon the request of Bank, either deliver to Bank or file such documents simultaneously with the filing of any such applications or registrations; (iv) upon filing any such applications or registrations, promptly provide Bank with a copy of such applications or registrations together with any exhibits, evidence of the date filing of this Agreement which are material to any Borrower's business as currently operated and as contemplated documents requested by Bank to be operated filed for Bank to maintain the perfection and which have not yet been registered priority of its security interest in such intellectual property rights, and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registered, in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark or Copyright as material after the date of this Agreement, Borrower shall have thirty (30) days from the date of such determination to cause such Patents, Trademarks or Copyrights to be registered on an expedited basis, and (iii) those additional intellectual property rights developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by Lender, prior to the sale or licensing of such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Borrowers shall give Agent written notice of all such applications or registrations within five (5) days thereoffiling.
(bd) In connection with Borrower's obligations hereunder, Borrowers Borrower shall execute and deliver such additional instruments and documents from time to time as Lender Bank shall reasonably request to perfect Lender's and maintain the perfection and priority of Bank’s security interest in the Intellectual Property Collateral.
(ce) Borrowers Borrower shall (i) protect, defend and maintain the validity and enforceability of the Trademarks, Patents Patents, Copyrights, and Copyrights unless Borrowers have obtained the prior written consent of Lender that no such action is necessarytrade secrets, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i(ii) shall be deemed to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability detect infringements of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower, (ii) use their best efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise Lender Bank in writing of material infringements detected and (iii) not allow any material Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of LenderBank, which shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower.
(df) Subject to attorney-client privilege, Agent Bank may audit Borrowers' Borrower’s Intellectual Property Collateral to confirm compliance with this SectionSection 6.8, provided that Borrowers shall such audit may not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers occur more often than twice per year, unless an Event of Default has occurred and Lenderis continuing. Lender Bank shall have the right, but not the obligation, to take, at Borrowers' Borrower’s sole expense, any actions that Borrowers are Borrower is required under this Section 6.8 to take but which any Borrower fails to take, after fifteen (15) days' ’ notice to BorrowersBorrower. Borrowers Borrower shall reimburse and indemnify Lender Bank for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this SectionSection 6.8.
2.6 Section 7.1 (Dispositions). The last sentence of Section 7.1 of the Loan Agreement is amended and restated as follows: For the avoidance of doubt and notwithstanding anything to the contrary contained herein, Borrower shall not Transfer, or permit any of its Subsidiaries to Transfer, all or any part of its business or property to any member of Allenex Group, except that this prohibition shall not apply to Transfers between members of Allenex Group or in connection with Transfers permitted pursuant to clause (h) of the defined term “Permitted Transfers”.
2.7 Section 7.6 (Distributions). The last sentence of Section 7.6 of the Loan Agreement is amended and restated as follows: For the avoidance of doubt and notwithstanding anything to the contrary contained herein, Borrower shall not make any distribution or payment to any member of Allenex Group (except such prohibition shall not apply to distributions or payments in connection with clause (h) of the defined term “Permitted Transfers”).
2.8 Section 7.7 (Investments). The last sentence of Section 7.7 of the Loan Agreement is amended and restated as follows: For the avoidance of doubt and notwithstanding anything to the contrary contained herein, other than in connection with the Allenex Acquisition, Borrower shall not make any Investment in or to any member of Allenex Group, except that this prohibition shall not apply to Investments made from Borrower to Allenex in connection with clause (h) of the defined term “Permitted Transfers”.
2.9 Section 7.13 (Allenex Group Agreements). Section 7.13 of the Loan Agreement is amended and restated as follows:
Appears in 1 contract
Registration of Intellectual Property Rights. (a) Each Borrower shall register apply for registration of, or cause applications for registration to be registered filed for, on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: (i) those Copyrights listed on Exhibit A to the Intellectual Property Security Agreement identified by Lender as material and those intellectual property rights listed on Exhibits B A, and C to the Intellectual Property Security Agreement delivered to Lender Bank by each Borrower in connection with this Agreement, within thirty (30) days of the date of this Agreement, (ii) those intellectual property rights listed on Exhibit B to the Intellectual Property Security Agreement within ninety (90) days of the date of this Agreement, (iii) all registrable Trademarks intellectual property rights which, in Borrower’s reasonable business judgment, are, or have a reasonable possibility of becoming, material to Borrower’s business or are otherwise of significant commercial value and Patents any which Borrower has developed as of the date of this Agreement which are material but heretofore failed to any Borrower's business as currently operated and as contemplated to be operated and which have not yet been registered and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registeredregister, in each case within thirty (30) days of the date of this Agreement; provided, however, except that in the event Lender identifies any Patentcase of Patents, Trademark or Copyright as material after the date of this Agreement, Borrower shall have thirty ninety (3090) days from the date of such determination this Agreement to cause such file applications for said Patents, Trademarks or Copyrights to be registered on an expedited basis, and (iiiiv) those additional intellectual property rights which, in Borrower’s reasonable business judgment, are, or have a reasonable possibility of becoming, material to Borrower’s business or are otherwise of significant commercial value and which are developed or acquired by any Borrower from time to time in connection with any product product, promptly following development or service and reasonably deemed material by Lenderacquisition, but in any event prior to the sale or licensing of such product or the rendering of such service to any third party, and prior to any Borrower's ’s use of such product (including without limitation major revisions or additions to which significantly improve the functionality of the intellectual property rights listed on such Exhibits A, B and C). Borrowers Borrower shall give Agent written Bank notice of all such applications or registrations within five registrations. Notwithstanding the foregoing, the aforesaid obligation to file a patent with respect to any patentable Intellectual Property shall not apply if Borrower determines, in the exercise of its best commercial judgment (5) days thereofafter consultation with patent counsel, if appropriate), that it is in the Borrower’s best commercial interest to protect such Intellectual Property as a trade secret rather than filing a patent with respect to such Intellectual Property, provided that, in such case, Borrower shall use its best efforts to protect such Intellectual Property as a trade secret.
(b) In connection with Borrower's obligations hereunder, Borrowers Borrower shall execute and deliver such additional instruments and documents from time to time as Lender Bank shall reasonably request to perfect Lender's Bank’s security interest in the Intellectual Property Collateral.
(c) Borrowers Borrower shall (i) protect, defend and maintain the validity and enforceability of the Trademarks, Patents and Copyrights unless Borrowers which are, or have obtained the prior written consent a reasonable possibility of Lender that no such action is necessarybecoming, which consent shall not be unreasonably withheld; providedmaterial to Borrower’s business or are otherwise of significant commercial value , however, that no breach of this Section 6.9(c)(i(ii) shall be deemed use reasonable commercial efforts to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability detect infringements of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basiswhich are, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower, (ii) use their best efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect reasonable possibility of becoming, material to Borrower’s business or are otherwise of significant commercial value and promptly advise Lender Bank in writing of material infringements detected and (iii) not allow any material Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of LenderBank, which shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower.
(d) Subject to attorney-client privilege, Agent Bank may audit Borrowers' Borrower’s Intellectual Property Collateral to confirm compliance with this Section, provided that Borrowers shall such audit may not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers occur more often than once every six (6) months, unless an Event of Default has occurred and Lenderis continuing. Lender Bank shall have the right, but not the obligation, to take, at Borrowers' Borrower’s sole expense, any actions that Borrowers are Borrower is required under this Section to take but which any Borrower fails to take, after fifteen (15) days' ’ notice to BorrowersBorrower. Borrowers Borrower shall reimburse and indemnify Lender Bank for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this Section.
Appears in 1 contract
Samples: Loan and Security Agreement (Safeguard Scientifics Inc)
Registration of Intellectual Property Rights. (a) Each Borrower shall register party or cause to be registered on an expedited basis (to its designee will have sole control over the extent not already registered) with filing, prosecution and maintenance of any and all Patent applications and Patents, Trademark applications and Trademarks, Copyright registrations and Copyrights in the United States Patent and Trademark Office Freestone IP or the United States Copyright OfficeHydrex IP, as applicable: , whether pending or not yet filed as of the Effective Date.
(ib) those Copyrights listed on Exhibit A Notwithstanding the foregoing, in the event (A) Hydrex receives notice from Freestone in writing pursuant to Section 4.4 that Freestone does not intend to timely file, prosecute and maintain any Intellectual Property Rights with respect to the Licensed Property or maintain same as Trade Secrets, or (B) Hydrex identifies and notifies Freestone of such Intellectual Property Security Agreement identified by Lender as material and those intellectual property rights listed on Exhibits B and C Rights with respect to the Licensed Property and Freestone does not either notify Hydrex of its intent to maintain same as Trade Secrets or file, prosecute and maintain such Intellectual Property Security Agreement delivered to Lender by each Borrower in connection with this Agreement, Rights within thirty (30) days of receipt of notice from Hydrex, Hydrex shall have the date right, upon written notice to Freestone, to file, prosecute and maintain such particular Intellectual Property Rights that Freestone does not intend to pursue, and Hydrex shall become the owner of this Agreementsuch Intellectual Property Rights; provided that Hydrex shall grant to Freestone a fully paid up, (ii) all registrable Trademarks and Patents any Borrower has developed as non-exclusive license outside of the date of this Agreement which are material Territory to any Borrower's business as currently operated and as contemplated to be operated and which have not yet been registered and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registered, in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark or Copyright as material after the date of this Agreement, Borrower shall have thirty (30) days from the date of such determination to cause such Patents, Trademarks or Copyrights to be registered on an expedited basis, and (iii) those additional intellectual property rights developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by Lender, prior to the sale or licensing of such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Borrowers shall give Agent written notice of all such applications or registrations within five (5) days thereof.
(b) In connection with Borrower's obligations hereunder, Borrowers shall execute and deliver such additional instruments and documents from time to time as Lender shall reasonably request to perfect Lender's security interest in the Intellectual Property CollateralRights that it has so filed, prosecuted and maintained. Prior to the exercise by Hydrex of its right to file, prosecute and maintain any Intellectual Property Rights in accordance with this Section 4.4(b), Hydrex and Freestone shall discuss in good faith and mutually agree on whether to keep such Intellectual Property Rights as Trade Secrets. In the event Hydrex exercises its rights under this Section 4.4(b), Freestone agrees that it shall assist Hydrex with the filing, prosecution and maintenance of the applicable Intellectual Property Rights and, accordingly, Freestone agrees to make available to Hydrex or its counsel, at Hydrex’s expense, inventors and other reasonably necessary persons employed by it for interviews and/or testimony to assist in good faith in further filing, prosecution or maintenance of such Intellectual Property Rights, including the signing of documents related thereto.
(c) Borrowers shall (i) protectEach party will promptly inform the other as to all matters that come to its attention that may affect the preparation, defend and maintain the validity and enforceability filing, prosecution, or maintenance of the TrademarksIntellectual Property Rights with respect to the Licensed Property and permit each other to provide comments and suggestions with respect to the preparation, Patents filing, and Copyrights unless Borrowers have obtained prosecution of the prior written consent of Lender that no such action is necessaryIntellectual Property Rights with respect to the Licensed Property, which consent shall not comments and suggestions will be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i) shall be deemed to have occurred for failure considered by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower, (ii) use their best efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise Lender in writing of infringements detected and (iii) not allow any Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of Lender, which shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrowerother party.
(d) Subject to attorney-client privilege, Agent may audit Borrowers' Intellectual Property Collateral to confirm compliance with this Section, provided that Borrowers shall not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers and Lender. Lender shall have the right, but not the obligation, to take, at Borrowers' sole expense, any actions that Borrowers are required under this Section to take but which any Borrower fails to take, after fifteen (15) days' notice to Borrowers. Borrowers shall reimburse and indemnify Lender for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this Section.
Appears in 1 contract
Registration of Intellectual Property Rights. (a) Each Borrower shall register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: (i) those Copyrights listed on Exhibit A to the Intellectual Property Security Agreement identified by Lender as material and , those intellectual property rights listed on Exhibits A, B and C to the Intellectual Property Security Agreement delivered to Lender Bank by each such Borrower in connection with this Agreement, Agreement within thirty (30) days of the date of this Agreement, (ii) all registrable Trademarks and Patents any Borrower has developed as of the date of this Agreement which are material to any Borrower's business as currently operated and as contemplated to be operated and which have not yet been registered and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registered, in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark or Copyright as material after the date of this Agreement, . Each Borrower shall have thirty (30) days from the date of such determination to register or cause such Patents, Trademarks or Copyrights to be registered on an expedited basiswith the United States Patent and Trademark Office or the United States Copyright Office, and (iii) as applicable, those additional intellectual property rights developed or acquired by any such Borrower from time to time in connection with any product or service and reasonably deemed material by Lender, prior to the sale or licensing of such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Borrowers shall give Agent written notice of all such applications or registrations within five (5) days thereof.C.
(b) In connection with Borrower's obligations hereunder, Borrowers Each Borrower shall execute and deliver such additional instruments and documents from time to time as Lender Bank shall reasonably request to perfect LenderBank's security interest in the Intellectual Property Collateral.
(c) Borrowers Each Borrower shall (i) protect, defend and maintain the validity and enforceability of the Trademarks, Patents Patents, and Copyrights unless Borrowers have obtained the prior written consent of Lender that no such action is necessary, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i) shall be deemed to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from BorrowerCopyrights, (ii) use their its best efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks Trademarks, Patents, and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise Lender Bank in writing of material infringements detected and (iii) not allow any Trademarks, Patents Patents, or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of LenderBank, which shall not be unreasonably withheld; provided, however, unless Bank determines that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood reasonable business practices suggest that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrowerabandonment is appropriate.
(d) Subject to attorney-client privilege, Agent may audit Borrowers' Intellectual Property Collateral to confirm compliance with this Section, provided that Borrowers shall not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers and Lender. Lender Bank shall have the right, but not the obligation, to take, at Borrowers' sole expense, any actions that Borrowers are any Borrower is required under this Section 6.12 to take but which any such Borrower fails to take, after fifteen (15) days' notice to Borrowerssuch Borrower. Borrowers shall reimburse and indemnify Lender Bank for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this SectionSection 6.12.
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Registration of Intellectual Property Rights. (a) Each Borrower shall register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: (i) the case may be, those Copyrights listed on Exhibit A to the Intellectual Property Security Agreement identified by Lender as material and those registrable intellectual property rights listed on Exhibits B and C to the Intellectual Property Security Agreement delivered to Lender by each Borrower in connection with this Agreement, within thirty (30) days of the date of this Agreement, (ii) all registrable Trademarks and Patents any Borrower has developed as of the date of this Agreement which are material to any Borrower's business as currently operated and as contemplated to be operated and which have not yet been registered and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registered, in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark now owned or Copyright as material after the date of this Agreement, Borrower shall have thirty (30) days from the date of such determination to cause such Patents, Trademarks or Copyrights to be registered on an expedited basis, and (iii) those additional intellectual property rights hereafter developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by LenderBorrower, prior to the sale or licensing of extent that Borrower, in its reasonable business judgment, deems it appropriate to so protect such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Borrowers shall give Agent written notice of all such applications or registrations within five (5) days thereofrights.
(b) In connection Borrower shall promptly give Bank written notice in accordance with Section 6.2, of any applications or registrations of intellectual property rights filed with the United States Patent and Trademark Office, including the date of such filing and the registration or application numbers, if any.
(c) Borrower shall (i) give Bank not less than twenty (20) days prior written notice of the filing of any applications or registrations with the United States Copyright Office, including the title of such intellectual property rights to be registered, as such title will appear on such applications or registrations, and the date such applications or registrations will be filed; (ii) prior to the filing of any such applications or registrations, execute such documents as Bank may reasonably request for Bank to maintain its perfection in such intellectual property rights to be registered by Borrower's obligations hereunder; (iii) upon the request of Bank, Borrowers either deliver to Bank or file such documents simultaneously with the filing of any such applications or registrations with the United States Copyright Office; (iv) upon filing any such applications or registrations, promptly provide Bank with a copy of such applications or registrations together with any exhibits, evidence of the filing of any documents requested by Bank to be filed for Bank to maintain the perfection and priority of its security interest in such intellectual property rights, and the date of such filing.
(d) Borrower shall execute and deliver such additional instruments and documents from time to time as Lender Bank shall reasonably request to perfect Lenderand maintain the perfection and priority of Bank's security interest in the Intellectual Property Collateral.
(ce) Borrowers Borrower shall use commercially reasonably efforts to (i) protect, defend and maintain the validity and enforceability of the material Trademarks, Patents Patents, Copyrights, and Copyrights unless Borrowers have obtained the prior written consent of Lender that no such action is necessarytrade secrets, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i(ii) shall be deemed to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability detect infringements of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower, (ii) use their best efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise Lender Bank in writing of material infringements detected and (iii) not allow any material Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of LenderBank, which shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower.
(df) Subject to attorney-client privilege, Agent Bank may audit Borrowers' Borrower's Intellectual Property Collateral to confirm compliance with this SectionSection 6.8, provided that Borrowers shall such audit may not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers occur more often than twice per year, unless an Event of Default has occurred and Lenderis continuing. Lender Bank shall have the right, but not the obligation, to take, at Borrowers' Borrower's sole expense, any actions that Borrowers are Borrower is required under this Section 6.8 to take but which any Borrower fails to take, after fifteen (15) days' notice to BorrowersBorrower. Borrowers Borrower shall reimburse and indemnify Lender Bank for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this SectionSection 6.8.
Appears in 1 contract
Registration of Intellectual Property Rights. (a) Each Borrower shall register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: (i) those Copyrights listed on Exhibit A to the Intellectual Property Security Agreement identified by Lender as material and those intellectual property rights listed on Exhibits A, B and C to the Intellectual Property Security Agreement delivered to Lender Bank by each Borrower in connection with this Agreement, within thirty (30) days of the date of this Agreement, (ii) all registrable Trademarks and Patents any registerable intellectual property rights Borrower has developed as of the date of this Agreement which are material but heretofore failed to any Borrower's business as currently operated and as contemplated to be operated and which have not yet been registered and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registeredregister, in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark or Copyright as material after the date of this Agreement, Borrower shall have thirty (30) days from the date of such determination to cause such Patents, Trademarks or Copyrights to be registered on an expedited basis, and (iii) those additional intellectual property rights developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by Lenderservice, prior to the sale or licensing of such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Borrowers Borrower shall give Agent written Bank notice of all such applications or registrations within five (5) days thereofregistrations.
(b) In connection with Borrower's obligations hereunder, Borrowers Borrower shall execute and deliver such additional instruments and documents from time to time as Lender Bank shall reasonably request to perfect LenderBank's security interest in the Intellectual Property Collateral.
(c) Borrowers Borrower shall (i) protect, defend and maintain the validity and enforceability of the Trademarks, Patents and Copyrights unless Borrowers have obtained the prior written consent of Lender that no such action is necessaryCopyrights, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i(ii) shall be deemed use commercially reasonable efforts to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability detect infringements of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower, (ii) use their best efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise Lender Bank in writing of material infringements detected and (iii) not allow any material Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of LenderBank, which shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower.
(d) Subject to attorney-client privilege, Agent Bank may audit Borrowers' Borrower's Intellectual Property Collateral to confirm compliance with this Section, provided that Borrowers shall such audit may not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers occur more often than twice per year, unless an Event of Default has occurred and Lenderis continuing. Lender Bank shall have the right, but not the obligation, to take, at Borrowers' Borrower's sole expense, any actions that Borrowers are Borrower is required under this Section to take but which any Borrower fails to take, after fifteen (15) days' notice to BorrowersBorrower. Borrowers Borrower shall reimburse and indemnify Lender Bank for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this Section.
Appears in 1 contract
Registration of Intellectual Property Rights. (a) Each Borrower shall register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: (i) those Copyrights listed on Exhibit A to the Intellectual Property Security Agreement identified by Lender as material and , those intellectual property rights listed on Exhibits A, B and C to the Intellectual Property Security Agreement delivered to Lender Bank by each Borrower in connection with this Agreement, Agreement within thirty (30) days of the date of this Agreement, (ii) all registrable Trademarks and Patents any Borrower has developed as of the date of this Agreement which are material to any Borrower's business as currently operated and as contemplated to be operated and which have not yet been registered and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registered, in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark or Copyright as material after the date of this Agreement, . Borrower shall have thirty (30) days from the date of such determination to register or cause such Patents, Trademarks or Copyrights to be registered on an expedited basiswith the United States Patent and Trademark Office or the United States Copyright Office, and (iii) as applicable, those additional intellectual property rights developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by Lender, prior to the sale or licensing of such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Borrowers shall give Agent written notice of all such applications or registrations within five (5) days thereof.C.
(b) In connection with Borrower's obligations hereunder, Borrowers Borrower shall execute and deliver such additional instruments and documents from time to time as Lender Bank shall reasonably request to perfect LenderBank's security interest in the Intellectual Property Collateral.
(c) Borrowers Borrower shall (i) protect, defend and maintain the validity and enforceability of the Trademarks, Patents and Copyrights unless Borrowers have obtained the prior written consent of Lender that no such action is necessaryCopyrights, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i(ii) shall be deemed use its best efforts to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability detect infringements of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower, (ii) use their best efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise Lender Bank in writing of material infringements detected and (iii) not allow any material Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of LenderBank, which shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower.
(d) Subject to attorney-client privilege, Agent Bank may audit Borrowers' Borrower's Intellectual Property Collateral to confirm compliance with this Section, provided that Borrowers shall such audit may not be obligated occur more often than once per year at Borrower's expense not to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers exceed $500, unless an Event of Default has occurred and Lenderis continuing. Lender Bank shall have the right, but not the obligation, to take, at Borrowers' Borrower's sole expense, any actions that Borrowers are Borrower is required under this Section to take but which any Borrower fails to take, after fifteen (15) days' notice to BorrowersBorrower. Borrowers Borrower shall reimburse and indemnify Lender Bank for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this Section.
Appears in 1 contract
Registration of Intellectual Property Rights. (a) Each Without limitation on the terms of subsection “b” below, Borrower shall register promptly give Lender written notice of any applications or cause registrations it files or obtains with respect to be registered on an expedited basis (to the extent not already registered) Intellectual Property filed with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: (i) those Copyrights listed on Exhibit A to the Intellectual Property Security Agreement identified by Lender as material and those intellectual property rights listed on Exhibits B and C to the Intellectual Property Security Agreement delivered to Lender by each Borrower in connection with this Agreement, within thirty (30) days of including the date of this Agreementany such filing and the registration or application numbers, (ii) all registrable Trademarks and Patents any Borrower has developed as of the date of this Agreement which are material to any Borrower's business as currently operated and as contemplated to be operated and which have not yet been registered and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registered, in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark or Copyright as material after the date of this Agreement, Borrower shall have thirty (30) days from the date of such determination to cause such Patents, Trademarks or Copyrights to be registered on an expedited basis, and (iii) those additional intellectual property rights developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by Lender, prior to the sale or licensing of such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Borrowers shall give Agent written notice of all such applications or registrations within five (5) days thereofif any.
(b) In connection Borrower shall (i) give Lender not less than 30 days prior written notice of the filing of any applications or registrations with Borrower's obligations hereunderthe United States Copyright Office, Borrowers shall including the title of such intellectual property rights to be registered, as such title will appear on such applications or registrations, and the date such applications or registrations will be filed; (ii) prior to the filing of any such applications or registrations, execute and deliver such additional instruments and documents from time to time as Lender shall may reasonably request for Lender to perfect Lender's security interest maintain its perfection in the Intellectual Property Collateralrights to be registered by Borrower; (iii) upon the request of Lender, either deliver to Lender or file such documents simultaneously with the filing of any such applications or registrations; (iv) upon filing any such applications or registrations, promptly provide Lender with a copy of such applications or registrations together with any exhibits, evidence of the filing of any documents requested by Lender to be filed for Lender to maintain the perfection and priority of its security interest in such Intellectual Property rights.
(c) Borrowers Borrower shall use commercially reasonable efforts to (i) protect, defend and maintain the validity and enforceability of the Trademarks, Patents and Copyrights unless Borrowers have obtained the prior written consent of Lender that no such action is necessary, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i) shall be deemed to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from BorrowerIntellectual Property, (ii) use their best efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or CopyrightIntellectual Property, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise Lender in writing of infringements detected and (iii) not allow any Trademarks, Patents or Copyrights material Intellectual Property to be abandoned, forfeited or dedicated to the public without the written consent of Lender, which shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower.
(d) Subject to attorney-client privilege, Agent may audit Borrowers' Intellectual Property Collateral to confirm compliance with this Section, provided that Borrowers shall not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers and Lender. Lender shall have the right, but not the obligation, to take, at Borrowers' Borrower’s sole expense, any actions that Borrowers are Borrower is required under this Section 5.8 to take but which any Borrower fails to take, after fifteen (15) 15 days' ’ notice to BorrowersBorrower. Borrowers Borrower shall reimburse and indemnify Lender for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this Section.
Appears in 1 contract
Samples: Loan and Security Agreement (Accelerize New Media Inc)
Registration of Intellectual Property Rights. (a) Each Borrower shall register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: (i) those Copyrights listed on Exhibit A to the Intellectual Property Security Agreement identified by Lender as material and those intellectual property rights listed on Exhibits A, B and C to the Intellectual Property Security Agreement delivered to Lender Bank by each Borrower in connection with this Agreement, within thirty (30) 30 days of the date of this Agreement, (ii) all other registrable Trademarks and Patents any intellectual property rights Borrower has developed as of the date of this Agreement which are material but heretofore failed to any Borrower's business as currently operated and as contemplated to be operated and which have not yet been registered and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registeredregister, in each case within thirty (30) 30 days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark or Copyright as material after the date of this Agreement, Borrower shall have thirty (30) days from the date of such determination to cause such Patents, Trademarks or Copyrights to be registered on an expedited basis, and (iii) those additional intellectual property rights developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by Lenderservice, promptly following development or acquisition or initial provision of the related service, but in any event prior to the sale or licensing of such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to which significantly improve the functionality of the intellectual property rights listed on such Exhibits A, B and C). Borrowers Borrower shall give Agent written Bank notice of all such applications or registrations within five (5) days thereofregistrations.
(b) In connection with Borrower's obligations hereunder, Borrowers Borrower shall execute and deliver such additional instruments and documents from time to time as Lender Bank shall reasonably request to perfect LenderBank's security interest in the Intellectual Property Collateral.
(c) Borrowers Borrower shall (i) protect, defend and maintain the validity and enforceability of the Trademarks, Patents and Copyrights unless Borrowers have obtained the prior written consent of Lender that no such action is necessaryCopyrights, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i(ii) shall be deemed use commercially reasonable efforts to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability detect infringements of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower, (ii) use their best efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise Lender Bank in writing of material infringements detected and (iii) not allow any material Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of LenderBank, which shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower.
(d) Subject to attorney-client privilege, Agent Bank may audit Borrowers' Borrower's Intellectual Property Collateral to confirm compliance with this SectionSection 6.8, provided that Borrowers shall such audit may not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers occur more often than twice per year, unless an Event of Default has occurred and Lenderis continuing. Lender Bank shall have the right, but not the obligation, to take, at Borrowers' Borrower's sole expense, any actions that Borrowers are Borrower is required under this Section 6.8 to take but which any Borrower fails to take, after fifteen (15) 15 days' notice to BorrowersBorrower. Borrowers Borrower shall reimburse and indemnify Lender Bank for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this SectionSection 6.8.
Appears in 1 contract
Samples: Loan and Security Agreement (Serviceware Technologies Inc/ Pa)
