Common use of Registration of Intellectual Property Rights Clause in Contracts

Registration of Intellectual Property Rights. Borrower and each other Loan Party shall promptly register or cause to be registered (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, those Intellectual Property rights listed in Schedule 3.25 to this Agreement or in any security agreement now or hereafter securing or purporting to secure any of the Indebtedness. Borrower and each other Loan Party shall register or cause to be registered with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, those additional Intellectual Property rights developed or acquired by Borrower or such other Loan Party from time to time prior to the sale or licensing of such product to any third party including, without limitation, revisions or additions to the Intellectual Property rights listed in Schedule 3.25 to this Agreement or in any agreement now or hereafter securing or purporting to secure any of the Indebtedness, except where the failure to do so would not have a Material Adverse Effect. (a) Borrower and each other Loan Party shall execute and deliver such additional instruments and documents from time to time as Bank shall request to perfect the Bank’s Liens upon the Intellectual Property now or hereafter securing or purporting to secure any of the Indebtedness. (b) Borrower and each other Loan Party shall (i) protect, defend and maintain the validity and enforceability of all trademarks, patents and copyrights and other Intellectual Property now or hereafter securing or purporting to secure any of the Indebtedness, except where the failure to do so would not have a Material Adverse Effect (ii) use commercially reasonable efforts to detect infringements of the same and promptly advise Bank in writing of material infringements detected and (iii) not allow any of the same to be abandoned, forfeited or dedicated to the public, except where the failure to do so would not have a Material Adverse Effect. (c) Bank shall have the right, but not the obligation, to take, at Borrower’s sole expense, any actions that Borrower is required under this Section to take but which Borrower fails to take.

Registration of Intellectual Property Rights. (a) Borrower and each other Loan Party shall promptly 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 intellectual property rights listed on Exhibits A, those B and C to the Intellectual Property Security Agreement delivered to Servicing Agent by Borrower in connection with this Agreement, within thirty (30) days of the date of this Agreement, (ii) all registerable, copyrightable intellectual property rights listed in Schedule 3.25 to Borrower has developed or acquired as of the date of this Agreement but heretofore failed to register which are material to Borrower's business, or constitute or give rise to more than five percent (5%) of Borrower's gross income in any security agreement now or hereafter securing or purporting to secure any given month, within thirty (30) days of the Indebtedness. date of this Agreement (iii) all registerable, patentable and trademarkable intellectual property rights Borrower has developed as of the date of this Agreement but heretofore failed to register if such registration is commercially reasonable, within thirty (30) days of the date of this Agreement, and each other Loan Party shall register or cause to be registered with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, (iv) those additional Intellectual Property registerable, copyrightable intellectual property rights developed or acquired by Borrower or such other Loan Party from time to time in connection with any product or service, which are material to Borrower's business, or constitute or give rise to more than five percent (5%) of Borrower's gross income in any given month, prior to the sale or licensing of such product or the rendering of such service to any third party includingparty, and prior to Borrower's use of such product (including without limitation, limitation major revisions or additions to the Intellectual Property intellectual property rights listed on such Exhibits A, B and C, and (v) those additional registerable, patentable and trademarkable intellectual property rights developed or acquired by Borrower from time to time in Schedule 3.25 connection with any product or service, if such registration is commercially reasonable, prior to this Agreement the sale or in licensing of such product or the rendering of such service to any agreement now third party, and prior to Borrower's use of such product (including without limitation major revisions or hereafter securing additions to the intellectual property rights listed on such Exhibits A B and C). Borrower shall give Servicing Agent notice of all such applications or purporting to secure any of the Indebtedness, except where the failure to do so would not have a Material Adverse Effectregistrations. (ab) Borrower and each other Loan Party shall execute and deliver such additional instruments and documents from time to time as Bank Servicing Agent shall reasonably request to perfect the Bank’s Liens upon Servicing Agent's security interest in the Intellectual Property now or hereafter securing or purporting to secure any of the IndebtednessCollateral. (bc) Borrower and each other Loan Party shall (i) protect, defend and maintain the validity and enforceability of all trademarksthe Trademarks, patents Patents, Copyrights and copyrights and other Intellectual Property now or hereafter securing or purporting to secure any of the IndebtednessMask Works, except where the failure to do so would not have a Material Adverse Effect (ii) use commercially reasonable its best efforts to detect infringements of the same Trademarks, Patents, Copyrights and Mask Works and promptly advise Bank Agent in writing of material infringements detected and (iii) not allow any of the same Trademarks, Patents, Copyrights or Mask Works to be abandoned, forfeited or dedicated to the publicpublic without the written consent of Servicing Agent, except where the failure to do so would which shall not have a Material Adverse Effectbe unreasonably withheld, unless Servicing Agent determines that reasonable business practices suggest that abandonment is appropriate. (cd) Bank Servicing Agent shall have the right, but not the obligation, to take, at Borrower’s 's sole expense, any actions that Borrower is required under this Section 6.8 to take but which Borrower fails to take, after fifteen (15) days' notice to Borrower. Borrower shall reimburse and indenmify Servicing Agent for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this Section 6.8.

Registration of Intellectual Property Rights. 1. Borrower and each other Loan Party shall promptly register or cause to be registered (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, those Intellectual Property rights listed in Schedule 3.25 to this Agreement or in any security agreement now or hereafter securing or purporting to secure any of the Indebtedness. Borrower and each other Loan Party shall register or cause to be registered with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, those any additional Intellectual Property intellectual property rights developed or acquired by Borrower or such other Loan Party from time to time prior to the sale or licensing of such product to any third party time, including, without limitation, which are material to the business of the Borrower and/or any of its subsidiaries, revisions or additions to the Intellectual Property intellectual property rights listed in Schedule 3.25 currently owned by the Borrower, provided that Borrower shall not be required to this Agreement or in any agreement now or hereafter securing or purporting to secure any of the Indebtedness, except where the failure to do make such registration if it reasonably determines that there are valid business reasons for not so would not have a Material Adverse Effect. (a) doing. Borrower and each other Loan Party shall execute and deliver such additional instruments instruments, agreements and documents documents, including, without limitation, the Intellectual Property Security Agreements, as Lender shall reasonably request from time to time as Bank shall request to perfect the Bank’s Liens upon Lender's security interests in the Intellectual Property now or hereafter securing or purporting to secure any of the IndebtednessBorrower's intellectual property rights. (b) 2. Borrower and each other Loan Party shall (i) protect, defend and maintain the validity and enforceability of all trademarks, patents and copyrights and other the Intellectual Property now or hereafter securing or purporting to secure any of the IndebtednessCollateral, except where the failure to do so would not have a Material Adverse Effect (ii) use commercially reasonable its best efforts to detect infringements of the same Intellectual Property Collateral and promptly advise Bank Lender in writing of material infringements detected and (iii) not allow any of the same Intellectual Property Collateral to be abandoned, forfeited or dedicated to the publicpublic without the written consent of Lender, except where the failure to do so would which shall not have a Material Adverse Effectbe unreasonably withheld. (c) Bank 3. Lender may audit Borrower's Intellectual Property Collateral to confirm compliance with this Section 6.4(m), provided such audit may not occur more often than once per year, unless an Event of Default has occurred and is continuing. Lender shall have the right, but not the obligation, to take, at Borrower’s 's sole expense, any actions that Borrower is required under this Section 6.4(m) to take take, but which Borrower fails to take, after fifteen (15) days' notice to Borrower. Borrower shall reimburse and indemnify Lender for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this Section 6.4(m).

Registration of Intellectual Property Rights. (a) Borrower and each other Loan Party shall promptly register or cause to be registered (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, those Intellectual Property rights listed in Schedule 3.25 to this Agreement or in any security agreement now or hereafter securing or purporting to secure any of the Indebtedness. Borrower and each other Loan Party shall register or cause to be registered with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, those any additional Intellectual Property intellectual property rights developed or acquired by Borrower or such other Loan Party from time to time prior to the sale or licensing of such product to any third party time, including, without limitation, which are material to the business of the Borrower and/or any of its subsidiaries, revisions or additions to the Intellectual Property intellectual property rights listed in Schedule 3.25 currently owned by the Borrower, provided that Borrower shall not be required to this Agreement or in any agreement now or hereafter securing or purporting to secure any of the Indebtedness, except where the failure to do make such registration if it reasonably determines that there are valid business reasons for not so would not have a Material Adverse Effect. (a) doing. Borrower and each other Loan Party shall execute and deliver such additional instruments instruments, agreements and documents documents, including, without limitation, the Intellectual Property Security Agreements, as Lender shall reasonably request from time to time as Bank shall request to perfect the Bank’s Liens upon Lender's security interests in the Intellectual Property now or hereafter securing or purporting to secure any of the IndebtednessBorrower's intellectual property rights. (b) Borrower and each other Loan Party shall (i) protect, defend and maintain the validity and enforceability of all trademarks, patents and copyrights and other the Intellectual Property now or hereafter securing or purporting to secure any of the IndebtednessCollateral, except where the failure to do so would not have a Material Adverse Effect (ii) use commercially reasonable its best efforts to detect infringements of the same Intellectual Property Collateral and promptly advise Bank Lender in writing of material infringements detected and (iii) not allow any of the same Intellectual Property Collateral to be abandoned, forfeited or dedicated to the publicpublic without the written consent of Lender, except where the failure to do so would which shall not have a Material Adverse Effectbe unreasonably withheld. (c) Bank Lender may audit Borrower's Intellectual Property Collateral to confirm compliance with this Section 6.13, provided such audit may not occur more often than once per year, unless an Event of Default has occurred and is continuing. Lender shall have the right, but not the obligation, to take, at Borrower’s 's sole expense, any actions that Borrower is required under this Section 6.13 to take take, but which Borrower fails to take, after fifteen (15) days' notice to Borrower. Borrower shall reimburse and indemnify Lender for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this Section 6.13.

Registration of Intellectual Property Rights. Borrower and each other Loan Party shall promptly register or cause to be registered (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, those Intellectual Property rights listed in Schedule 3.25 3.20 to this Agreement or in any security agreement now or hereafter securing or purporting to secure any of the IndebtednessIndebtedness within thirty (30) days of the date of such agreement. Borrower and each other Loan Party shall register or cause to be registered with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, those additional Intellectual Property rights developed or acquired by Borrower or such other Loan Party from time to time prior to the sale or licensing of such product to any third party including, without limitation, revisions or additions to the Intellectual Property rights listed in Schedule 3.25 3.20 to this Agreement or in any agreement now or hereafter securing or purporting to secure any of the Indebtedness, except where the failure to do so would not have a Material Adverse Effect. (a) Borrower and each other Loan Party shall execute and deliver such additional instruments and documents from time to time as Bank shall request to perfect the Bank’s 's Liens upon the Intellectual Property now or hereafter securing or purporting to secure any of the Indebtedness. (b) Borrower and each other Loan Party shall (i) protect, defend and maintain the validity and enforceability of all trademarks, patents and copyrights and other Intellectual Property now or hereafter securing or purporting to secure any of the Indebtedness, except where the failure to do so would not have a Material Adverse Effect (ii) use commercially reasonable efforts to detect infringements of the same and promptly advise Bank in writing of material infringements detected and (iii) not allow any of the same to be abandoned, forfeited or dedicated to the public, except where the failure to do so would not have a Material Adverse Effect. (c) Bank shall have the right, but not the obligation, to take, at Borrower’s 's sole expense, any actions that Borrower is required under this Section to take but which Borrower fails to take.