Common use of Security Interest and Collateral Clause in Contracts

Security Interest and Collateral. Grantor hereby grants the Collateral Agent a security interest in and continuing lien on all of such Grantor’s right, title and interest in, to and under the following, in each case whether now owned or existing or hereafter acquired, developed, created or arising and wherever located (collectively, the “Trademark Collateral”): a. all United States and foreign trademarks, trade names, corporate names, company names, business names, fictitious business names, Internet domain names, trade dress, service marks, certification marks, collective marks, logos, social media identifiers, handles, other source or business identifiers, designs and general intangibles of a like nature, whether arising under a statute, common law, or the laws of any jurisdiction throughout the world, whether registered or unregistered, in each case included in the Collateral, including: (i) all registrations, applications, extensions, renewals or other filings of any of the foregoing and (ii) all of the goodwill of the business connected with the use of and symbolized by the foregoing, including any trademark listed in Schedule 1 attached hereto (as such schedule may be amended or supplemented from time to time), in each case and any successor or replacement trademarks thereto, (collectively, “Trademarks”); and b. for any Trademark, any (i) Proceeds therefrom and rights to royalties, revenues, income, payments, claims, damages and proceeds of suit and other payments arising therefrom; and (ii) all other accrued and unaccrued causes of action (whether in contract, tort or otherwise) or rights to claim, xxx or collect damages for or enjoin or obtain other legal or equitable relief for, an infringement, misuse, dilution, violation, unfair competition, injury to goodwill or other impairment (whether past, present or future) thereof, including expired items. Notwithstanding the foregoing, the Trademark Collateral shall not include any “intent-to-use” application for registration of a Trademark filed with the USPTO pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, but solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such “intent-to-use” application under applicable federal law. For the avoidance of doubt, this Trademark Security Agreement is not to be construed as an assignment of any Trademark Collateral. For the avoidance of doubt, this Trademark Security Agreement is not to be construed as an assignment of any Trademark Collateral.

Appears in 1 contract

Samples: Pledge and Security Agreement (Sun Country Airlines Holdings, Inc.)

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Security Interest and Collateral. Grantor hereby grants the Collateral Agent a security interest in and continuing lien on all of such Grantor’s right, title and interest in, to and under the following, in each case whether now owned or existing or hereafter acquired, developed, created or arising and wherever located (collectively, the “Trademark Patent Collateral”): a. all Any United States and foreign trademarksissued patents (whether utility, trade names, corporate names, company names, business names, fictitious business names, Internet domain names, trade dress, service marks, certification marks, collective marks, logos, social media identifiers, handles, other source or business identifiers, designs and general intangibles of a like nature, whether arising under a statute, common lawdesign, or plant) and certificates of invention, and similar industrial property rights, and applications for any of the laws of any jurisdiction throughout the world, whether registered or unregisteredforegoing, in each case included in the Collateral, including: (i) all registrationsreissues, applicationsdivisions, continuations, continuations-in-part, extensions, renewals or other filings of any of the foregoing renewals, and reexaminations thereof, (ii) all of rights corresponding, derived from or analogous thereto throughout the goodwill of the business connected with the use of world and symbolized by the foregoing(iii) all inventions and improvements described or claimed therein, including any trademark patent listed in Schedule 1 attached hereto (as such schedule may be amended or supplemented from time to time), in each case and any successor or replacement trademarks thereto, ) (collectively, “TrademarksPatents”); and b. for any TrademarkPatent, any (i) Proceeds therefrom and all rights to royalties, revenuesrevenue, income, payments, claims, damages damages, and proceeds of suit and other payments arising therefrom; and (ii) all other accrued and unaccrued causes of action (whether in contract, tort or otherwise) or rights to claim, xxx or collect damages for or enjoin or obtain other legal or equitable relief for, an infringement, misuse, dilution, violation, unfair competition, injury to goodwill competition or other impairment (whether past, present or future) thereof, including expired items. Notwithstanding the foregoing, the Trademark Collateral shall not include any “intent-to-use” application for registration of a Trademark filed with the USPTO pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, but solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such “intent-to-use” application under applicable federal law. For the avoidance of doubt, this Trademark Patent Security Agreement is not to be construed as an assignment of any Trademark Collateral. For the avoidance of doubt, this Trademark Security Agreement is not to be construed as an assignment of any Trademark Patent Collateral.

Appears in 1 contract

Samples: Pledge and Security Agreement (Sun Country Airlines Holdings, Inc.)

Security Interest and Collateral. Grantor hereby grants to the Collateral Agent a security interest in and continuing lien on all of such Grantor’s right, title and interest in, to and under the following, in each case whether now owned or 1" = "1" "WEIL:\97571225\8\13173.0005" "" WEIL:\97571225\8\13173.0005 existing or hereafter acquired, developed, created or arising and wherever located (collectively, the “Trademark Copyright Collateral”): a. all i. any United States and foreign trademarks, trade names, corporate names, company names, business names, fictitious business names, Internet domain names, trade dress, service marks, certification marks, collective marks, logos, social media identifiers, handles, other source or business identifiers, designs and general intangibles of a like nature, whether arising under a statute, common law, or the laws of any jurisdiction throughout the worldforeign: (i) copyrights, whether registered or unregistered, whether in published or unpublished works of authorship; (ii) copyright registrations or applications in any IP Filing Office; (iii) copyright renewals or extensions; and (iv) rights corresponding, derived from or analogous to the foregoing, in each case included in the Collateral, including: (i) all registrations, applications, extensions, renewals or other filings of any of the foregoing and (ii) all of the goodwill of the business connected with the use of and symbolized by the foregoing, including any trademark copyright listed in Schedule 1 attached hereto (as such schedule may be amended or supplemented from time to time) (collectively “Copyrights”); ii. any agreements, whether or not styled as a “license,” that grant to Grantor an exclusive license to use or exercise rights in each case and any successor registered or replacement trademarks theretoapplied-for Copyright, included in the Collateral, including any agreement listed in Schedule 1 attached hereto (as such schedule may be amended or supplemented from time to time) (collectively, “TrademarksCopyright Licenses”); and b. iii. for any TrademarkCopyright or Copyright License, any (i) Proceeds therefrom and rights to royalties, revenues, income, payments, claims, damages and proceeds of suit and other payments arising therefrom; and (ii) all other accrued and unaccrued causes of action (whether in contract, tort or otherwise) or rights to claim, xxx or collect damages for or enjoin or obtain other legal or equitable relief for, an infringement, misuse, dilution, violation, unfair competition, injury to goodwill competition or other impairment (whether past, present or future) thereof, including expired items. Notwithstanding the foregoing, the Trademark Collateral shall not include any “intent-to-use” application for registration of a Trademark filed with the USPTO pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, but solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such “intent-to-use” application under applicable federal law. For the avoidance of doubt, this Trademark Copyright Security Agreement is not to be construed as an assignment of any Trademark Collateral. For the avoidance of doubt, this Trademark Security Agreement is not to be construed as an assignment of any Trademark Copyright Collateral.

Appears in 1 contract

Samples: Security Agreement (Alaska Air Group, Inc.)

Security Interest and Collateral. Grantor hereby grants to the Collateral Agent a security interest in and continuing lien on all of such Grantor’s right, title and interest in, to and under the following, in each case whether now owned or 1" = "1" "WEIL:\97602794\8\13173.0005" "" WEIL:\97602794\8\13173.0005 existing or hereafter acquired, developed, created or arising and wherever located (collectively, the “Trademark Copyright Collateral”): a. all i. any United States and foreign trademarks, trade names, corporate names, company names, business names, fictitious business names, Internet domain names, trade dress, service marks, certification marks, collective marks, logos, social media identifiers, handles, other source or business identifiers, designs and general intangibles of a like nature, whether arising under a statute, common law, or the laws of any jurisdiction throughout the worldforeign: (i) copyrights, whether registered or unregistered, whether in published or unpublished works of authorship; (ii) copyright registrations or applications in any IP Filing Office; (iii) copyright renewals or extensions; and (iv) rights corresponding, derived from or analogous to the foregoing, in each case included in the Collateral, including: (i) all registrations, applications, extensions, renewals or other filings of any of the foregoing and (ii) all of the goodwill of the business connected with the use of and symbolized by the foregoing, including any trademark copyright listed in Schedule 1 attached hereto (as such schedule may be amended or supplemented from time to time) (collectively “Copyrights”); ii. any agreements, whether or not styled as a “license,” that grant to Grantor an exclusive license to use or exercise rights in each case and any successor registered or replacement trademarks theretoapplied-for Copyright, included in the Collateral, including any agreement listed in Schedule 1 attached hereto (as such schedule may be amended or supplemented from time to time) (collectively, “TrademarksCopyright Licenses”); and b. iii. for any TrademarkCopyright or Copyright License, any (i) Proceeds therefrom and rights to royalties, revenues, income, payments, claims, damages and proceeds of suit and other payments arising therefrom; and (ii) all other accrued and unaccrued causes of action (whether in contract, tort or otherwise) or rights to claim, xxx or collect damages for or enjoin or obtain other legal or equitable relief for, an infringement, misuse, dilution, violation, unfair competition, injury to goodwill competition or other impairment (whether past, present or future) thereof, including expired items. Notwithstanding the foregoing, the Trademark Collateral shall not include any “intent-to-use” application for registration of a Trademark filed with the USPTO pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, but solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such “intent-to-use” application under applicable federal law. For the avoidance of doubt, this Trademark Copyright Security Agreement is not to be construed as an assignment of any Trademark Collateral. For the avoidance of doubt, this Trademark Security Agreement is not to be construed as an assignment of any Trademark Copyright Collateral.

Appears in 1 contract

Samples: Aircraft and Engine Pledge and Security Agreement (Alaska Air Group, Inc.)

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Security Interest and Collateral. Grantor hereby grants the Collateral Agent a security interest in and continuing lien on all of such Grantor’s right, title and interest in, to and under the following, in each case whether now owned or existing or hereafter acquired, developed, created or arising and wherever located (collectively, the “Trademark Patent Collateral”): a. all i. Any United States and foreign trademarksissued patents (whether utility, trade names, corporate names, company names, business names, fictitious business names, Internet domain names, trade dress, service marks, certification marks, collective marks, logos, social media identifiers, handles, other source or business identifiers, designs and general intangibles of a like nature, whether arising under a statute, common lawdesign, or plant) and certificates of invention, and similar industrial property rights, and applications for any of the laws of any jurisdiction throughout the world, whether registered or unregisteredforegoing, in each case included in the Collateral, including: (i) all registrationsreissues, applicationsdivisions, continuations, continuations-in-part, extensions, renewals or other filings of any of the foregoing renewals, and reexaminations thereof, (ii) all of rights corresponding, derived from or analogous thereto throughout the goodwill of the business connected with the use of world and symbolized by the foregoing(iii) all inventions and improvements described or claimed therein, including any trademark patent listed in Schedule 1 attached hereto (as such schedule may be amended or supplemented from time to time), in each case and any successor or replacement trademarks thereto, ) (collectively, “TrademarksPatents”); and b. ii. for any TrademarkPatent, any (i) Proceeds therefrom and all rights to royalties, revenuesrevenue, income, payments, claims, damages damages, and proceeds of suit and other payments arising therefrom; and (ii) all other accrued and unaccrued causes of action (whether in contract, tort or otherwise) or rights to claim, xxx or collect damages for or enjoin or obtain other legal or equitable relief for, an infringement, misuse, dilution, violation, unfair competition, injury to goodwill competition or other impairment (whether past, present or future) thereof, including expired items. Notwithstanding the foregoing, the Trademark Collateral shall not include any “intent-to-use” application for registration of a Trademark filed with the USPTO pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, but solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such “intent-to-use” application under applicable federal law. For the avoidance of doubt, this Trademark Patent Security Agreement is not to be construed as an assignment of any Trademark Collateral. For the avoidance of doubt, this Trademark Security Agreement is not to be construed as an assignment of any Trademark Patent Collateral.

Appears in 1 contract

Samples: Horizon Aircraft, Engine and Propeller Pledge and Security Agreement (Alaska Air Group, Inc.)

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