Common use of The Security Interest Clause in Contracts

The Security Interest. 1 To be populated with the names of only those subsidiary guarantors that own IP. (a) In order to secure the payment and performance when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of the Secured Obligations (as defined in the Guarantee and Collateral Agreement), [the] [each] Grantor hereby grants to Grantee for the benefit of the Lenders: i. [With respect to the Copyrights, security interest in (1) all of [the][such] Grantor[‘s][s’] right, title and interest in and to the Copyrights now owned or from time to time after the date hereof owned or acquired by [the] [such] Grantor, together with (2) all proceeds of such Copyrights and (3) all causes of action arising prior to or after the date hereof for infringement of such Copyrights or unfair competition regarding the same; ii. With respect to the Trademarks, security interest in (1) all of [the][such] Grantor[‘s][s’] right, title and interest in and to the Trademarks now owned or from time to time after the date hereof owned or acquired by [the][such] Grantor, together with (2) all proceeds of such Trademarks, (3) the goodwill associated with such Trademarks and (4) all causes of action arising prior to or after the date hereof for infringement of such Trademarks or unfair competition regarding the same; and iii. With respect to the Patents, security interest in (1) all of [the][such] Grantor[‘s][s’] right, title and interest in and to the Patents now owned or from time to time after the date hereof owned or acquired by [the][such] Grantor, together with (2) all proceeds of such Patents and (3) all causes of action arising prior to or after the date hereof for infringement of such Patents or unfair competition regarding the same; (b) This Confirmatory Grant is made by [the][each] Grantor to Grantee on behalf of the Lenders to secure the satisfactory performance and payment when due of all the Secured Obligations. Upon payment in full of such Secured Obligations, other than contingent indemnification obligations for which no claim has been made, Grantee shall promptly execute, acknowledge and deliver to the Grantor[s], all reasonably requested instruments in writing releasing the security interest in the Intellectual Property acquired under this Confirmatory Grant.

Appears in 2 contracts

Samples: Credit Agreement (Thryv Holdings, Inc.), Credit Agreement (Thryv Holdings, Inc.)

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The Security Interest. 1 To be populated with (a) This Confirmatory Grant is made to secure the names satisfactory performance and payment of only those subsidiary guarantors that own IP(i) all the Secured Obligations and (ii) all of the obligations and liabilities of the Subsidiary Guarantors under the Credit Agreement. Upon the payment in full of all Secured Obligations (other than Unliquidated Obligations), Grantee shall promptly, upon such satisfaction, execute, acknowledge, and deliver to the Borrower all reasonably requested instruments in writing releasing the security interest in the Patents acquired under the Security Agreement and this Confirmatory Grant. (ab) In order to secure the payment and performance when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of the Secured Obligations (as defined in the Guarantee and Collateral Agreement), [the] [each] Each Grantor hereby grants to Grantee for the benefit of the Lenders: i. [With respect to the Copyrights, a security interest in (1) all of [the][such] Grantor[‘s][s’] right, title and interest in and to the Copyrights now owned or from time to time after the date hereof owned or acquired by [the] [such] such Grantor, together with (2) all proceeds of such Copyrights and (3) all causes of action arising prior to or after the date hereof for infringement of such Copyrights or unfair competition regarding the same; ii. With respect to the Trademarks, security interest in (1) all of [the][such] Grantor[‘s][s’] right, title and interest in and to the Trademarks now owned or from time to time after the date hereof owned or acquired by [the][such] Grantor, together with (2) all proceeds of such Trademarks, (3) the goodwill associated with such Trademarks and (4) all causes of action arising prior to or after the date hereof for infringement of such Trademarks or unfair competition regarding the same; and iii. With respect to the Patents, security interest in (1) all of [the][such] Grantor[‘s][s’] ’s right, title and interest in and to the Patents now owned or from time to time after the date hereof owned or acquired by [the][such] Grantorthe Grantors, together with (2) all proceeds of such Patents and (3) all causes of action arising prior to or after the date hereof for infringement of such Patents or unfair competition regarding the same;. (bc) This Notwithstanding anything to the contrary herein, this Confirmatory Grant is made by [the][each] Grantor and the security interests granted hereby are subject to Grantee on behalf the limitations set forth in Article II of the Lenders Security Agreement (which are incorporated herein mutatis mutandis by this reference). (d) The rights and remedies of Grantee with respect to secure the satisfactory performance and payment when due of all the Secured Obligations. Upon payment in full of such Secured Obligations, other than contingent indemnification obligations for which no claim has been made, Grantee shall promptly execute, acknowledge and deliver to the Grantor[s], all reasonably requested instruments in writing releasing the security interest granted herein are without prejudice to and are in addition to, and not in limitation of, those set forth in the Intellectual Property acquired under Security Agreement and the other Loan Documents. The Grantors hereby acknowledge and affirm that the rights and remedies of Grantee with respect to the Patents are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth herein. In the event that any provisions of this Confirmatory GrantGrant are deemed to conflict with the Security Agreement, the provisions of the Security Agreement shall govern.

Appears in 1 contract

Samples: Pledge and Security Agreement (Advisory Board Co)

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The Security Interest. 1 To be populated with (a) This Confirmatory Grant is made to secure the names satisfactory performance and payment of only those subsidiary guarantors that own IP(i) all the Secured Obligations and (ii) all of the obligations and liabilities of the Subsidiary Guarantors under the Credit Agreement. Upon the payment in full of all Secured Obligations (other than Unliquidated Obligations), Grantee shall promptly, upon such satisfaction, execute, acknowledge, and deliver to the Borrower all reasonably requested instruments in writing releasing the security interest in the Copyrights acquired under the Security Agreement and this Confirmatory Grant. (ab) In order to secure the payment and performance when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of the Secured Obligations (as defined in the Guarantee and Collateral Agreement), [the] [each] Each Grantor hereby grants to Grantee for the benefit of the Lenders: i. [With respect to the Copyrights, a security interest in (1) all of [the][such] Grantor[‘s][s’] such Grantor’s right, title and interest in and to the Copyrights now owned or from time to time after the date hereof owned or acquired by [the] [such] Grantorthe Grantors, together with (2) all proceeds of such Copyrights and (3) all causes of action arising prior to or after the date hereof for infringement of such Copyrights or unfair competition regarding Copyrights. (c) Notwithstanding anything to the same;contrary herein, this Confirmatory Grant and the security interests granted hereby are subject to the limitations set forth in Article II of the Security Agreement (which are incorporated herein mutatis mutandis by this reference). ii. With (d) The rights and remedies of Grantee with respect to the Trademarks, security interest granted herein are without prejudice to and are in (1) all addition to, and not in limitation of, those set forth in the Security Agreement and the other Loan Documents. The Grantors hereby acknowledge and affirm that the rights and remedies of [the][such] Grantor[‘s][s’] right, title and interest in and to the Trademarks now owned or from time to time after the date hereof owned or acquired by [the][such] Grantor, together Grantee with (2) all proceeds of such Trademarks, (3) the goodwill associated with such Trademarks and (4) all causes of action arising prior to or after the date hereof for infringement of such Trademarks or unfair competition regarding the same; and iii. With respect to the PatentsCopyrights are more fully set forth in the Security Agreement, security interest in (1) all the terms and provisions of [the][such] Grantor[‘s][s’] right, title and interest in and to which are incorporated herein by reference as if fully set forth herein. In the Patents now owned or from time to time after the date hereof owned or acquired by [the][such] Grantor, together with (2) all proceeds event that any provisions of such Patents and (3) all causes of action arising prior to or after the date hereof for infringement of such Patents or unfair competition regarding the same; (b) This this Confirmatory Grant is made by [the][each] Grantor are deemed to Grantee on behalf conflict with the Security Agreement, the provisions of the Lenders to secure the satisfactory performance and payment when due of all the Secured Obligations. Upon payment in full of such Secured Obligations, other than contingent indemnification obligations for which no claim has been made, Grantee Security Agreement shall promptly execute, acknowledge and deliver to the Grantor[s], all reasonably requested instruments in writing releasing the security interest in the Intellectual Property acquired under this Confirmatory Grantgovern.

Appears in 1 contract

Samples: Pledge and Security Agreement (Advisory Board Co)

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