Trademarks, Patents and Copyrights. (i) If applicable, the Grantor has duly executed and delivered the Assignment for Security (Trademarks) in the form attached hereto as Exhibit A, the Assignment for Security (Patents) in the form attached hereto as Exhibit B and the Assignment for Security (Copyrights) in the form attached hereto as Exhibit C. The Grantor (either itself or through licensees) will, and will cause each licensee thereof to, take all action reasonably necessary to maintain all of the Trademarks, Patents and Copyrights in full force and effect, including, without limitation, using the proper statutory notices and markings and using the Trademarks on each applicable trademark class of goods in order to so maintain the Trademarks in full force free from any claim of abandonment for non-use , and the Grantor will not (and will not permit any licensee thereof to) do any act or knowingly omit to do any act whereby any Trademark or Copyright may become invalidated; provided, however, that so long as no Event of Default has -------- ------- occurred and is continuing, the Grantor shall have no obligation to use or to maintain any Trademark or Copyright (A) that relates solely to any product or work that has been, or is in the process of being, discontinued, abandoned or terminated, (B) that is being replaced with a trademark or copyright substantially similar to the Trademark or Copyright, as the case may be, that may be abandoned or otherwise become invalid, so long as such replacement Trademark or Copyright, as the case may be is subject to the security interest purported to be created by this Agreement, (C) that is substantially the same as another Trademark or Copyright, as the case may be, that is in full force, so long as such other Trademark or Copyright, as the case may be, is subject to the Lien and security interest created by this Agreement, or (D) that is not necessary for the operation of Grantor's business and is discontinued or disposed of in the ordinary course of business. The Grantor will cause to be taken all necessary steps in any proceeding before the United States Patent and Trademark Office and the United States Copyright Office to maintain each registration of the Trademarks, the Patents and the Copyrights (other than those Trademarks and Copyrights described in the proviso to the immediately preceding sentence), including, without limitation, filing of renewals, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and payment of taxes. If any Trademark, Patent or Copyright is infringed, misappropriated or diluted in any material respect by a third party, the Grantor shall (x) upon learning of such infringement, misappropriation or dilution, promptly notify the Collateral Agent and (y) to the extent the Grantor shall deem appropriate under the circumstances, promptly xxx for infringement, misappropriation or dilution, seek injunctive relief where appropriate and recover any and all damages for such infringement, misappropriation or dilution, or take such other actions as the Grantor shall deem appropriate under the circumstances to protect such Trademark, Patent or Copyright. The Grantor shall furnish to the Collateral Agent from time to time (but, unless an Event of Default has occurred and is continuing, no more frequently than annually) statements and schedules further identifying and describing the Patents, the Trademarks and the Copyrights and such other reports in connection with the Patents, the Trademarks and the Copyrights as the Collateral Agent may reasonably request, all in reasonable detail and promptly upon request of the Collateral Agent, following receipt by the Collateral Agent of any such statements, schedules or reports, the Grantor shall modify this Agreement by amending SCHEDULES II, III or IV hereto, as the case may be, to include any Patent, Trademark or Copyright which becomes part of the Collateral under this Agreement. Notwithstanding anything herein to the contrary, upon the occurrence and during the continuance of an Event of Default the Grantor may not abandon or otherwise permit a Trademark, Patent or Copyright to become invalid without the prior written consent of the Collateral Agent, and if any Trademark, Patent or Copyright is infringed, misappropriated or diluted in any material respect by a third party, the Grantor will take such action as the Collateral Agent shall deem appropriate under the circumstances to protect such Trademark, Patent or Copyright. (ii) In no event shall the Grantor, either itself or through any agent, employee, licensee or designee, file an application for the registration of any Trademark or Copyright or the issuance of any Patent with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, unless it gives the Collateral Agent written notice thereof, but in no event later than 5 Business Days after the filing of any such application. Upon request of the Collateral Agent, the Grantor shall execute and deliver any and all assignments, agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent's security interest hereunder in such Trademark, Patent or Copyright and the general intangibles of the Grantor relating thereto or represented thereby, and the Grantor hereby constitutes the Collateral Agent its attorney-in-fact to execute and file, during the continuance of an Event of Default, all such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed, and such power (being coupled with an interest) shall be irrevocable until the termination of the Total Commitment, the repayment of all of the Guaranteed Obligations in full and the termination of each of the Loan Documents.
Appears in 1 contract
Trademarks, Patents and Copyrights. (ia) If applicable, HCCI owns or has the Grantor has duly executed and delivered the Assignment for Security (Trademarks) right to use all Intellectual Property used in the form attached conduct of the businesses of HCCI as being conducted as of the date hereof. Schedule 3.12 hereto lists each patent, patent right, patent application, tradename registration, trademark registration, copyright registration, copyright application, source and object code owned by HCCI;
(b) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not constitute a breach of any instrument or agreement governing any rights to Intellectual Property of HCCI, will not cause the forfeiture or termination or give rise to a right of forfeiture or termination of any Intellectual Property of HCCI that is material to HCCI or materially impair the right of HCCI to use any Intellectual Property currently being used by HCCI in its business or any portion thereof;
(c) Neither the manufacture, marketing, license, sale or intended use of any product currently licensed or sold by HCCI or currently under development by HCCI violates any license or agreement between HCCI and any third party relating to such product or, to the Knowledge of HCCI, infringes any intellectual property right of any other party except for such violation or infringement as Exhibit Awould not have a Material Adverse Effect on HCCI, and there is no pending or, to the Assignment for Security Knowledge of HCCI, threatened claim or litigation contesting the validity, ownership or right to use, sell, license or dispose of any Intellectual Property, nor has HCCI received any notice asserting that any Intellectual Property or the proposed use, sale, license or disposition thereof conflicts or will conflict with the rights of any other party; and
(Patentsd) To the Knowledge of HCCI, no current or prior officers, employees or consultants of HCCI claim an ownership interest in any Intellectual Property as a result of having been involved in the form attached hereto as Exhibit B and the Assignment for Security (Copyrights) in the form attached hereto as Exhibit C. The Grantor (either itself or through licensees) will, and will cause each licensee thereof to, take all action reasonably necessary to maintain all of the Trademarks, Patents and Copyrights in full force and effect, including, without limitation, using the proper statutory notices and markings and using the Trademarks on each applicable trademark class of goods in order to so maintain the Trademarks in full force free from any claim of abandonment for non-use , and the Grantor will not (and will not permit any licensee thereof to) do any act or knowingly omit to do any act whereby any Trademark or Copyright may become invalidated; provided, however, that so long as no Event of Default has -------- ------- occurred and is continuing, the Grantor shall have no obligation to use or to maintain any Trademark or Copyright (A) that relates solely to any product or work that has been, or is in the process of being, discontinued, abandoned or terminated, (B) that is being replaced with a trademark or copyright substantially similar to the Trademark or Copyright, as the case may be, that may be abandoned or otherwise become invalid, so long as such replacement Trademark or Copyright, as the case may be is subject to the security interest purported to be created by this Agreement, (C) that is substantially the same as another Trademark or Copyright, as the case may be, that is in full force, so long as such other Trademark or Copyright, as the case may be, is subject to the Lien and security interest created by this Agreement, or (D) that is not necessary for the operation of Grantor's business and is discontinued or disposed of in the ordinary course of business. The Grantor will cause to be taken all necessary steps in any proceeding before the United States Patent and Trademark Office and the United States Copyright Office to maintain each registration of the Trademarks, the Patents and the Copyrights (other than those Trademarks and Copyrights described in the proviso to the immediately preceding sentence), including, without limitation, filing of renewals, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and payment of taxes. If any Trademark, Patent or Copyright is infringed, misappropriated or diluted in any material respect by a third party, the Grantor shall (x) upon learning development of such infringement, misappropriation property while employed by or dilution, promptly notify the Collateral Agent and (y) consulting to the extent the Grantor shall deem appropriate under the circumstances, promptly xxx for infringement, misappropriation HCCI or dilution, seek injunctive relief where appropriate and recover any and all damages for such infringement, misappropriation or dilution, or take such other actions as the Grantor shall deem appropriate under the circumstances to protect such Trademark, Patent or Copyright. The Grantor shall furnish to the Collateral Agent from time to time (but, unless an Event of Default has occurred and is continuing, no more frequently than annually) statements and schedules further identifying and describing the Patents, the Trademarks and the Copyrights and such other reports in connection with the Patents, the Trademarks and the Copyrights as the Collateral Agent may reasonably request, all in reasonable detail and promptly upon request of the Collateral Agent, following receipt by the Collateral Agent of any such statements, schedules or reports, the Grantor shall modify this Agreement by amending SCHEDULES II, III or IV hereto, as the case may be, to include any Patent, Trademark or Copyright which becomes part of the Collateral under this Agreement. Notwithstanding anything herein to the contrary, upon the occurrence and during the continuance of an Event of Default the Grantor may not abandon or otherwise permit a Trademark, Patent or Copyright to become invalid without the prior written consent of the Collateral Agent, and if any Trademark, Patent or Copyright is infringed, misappropriated or diluted in any material respect by a third party, the Grantor will take such action as the Collateral Agent shall deem appropriate under the circumstances to protect such Trademark, Patent or Copyrightotherwise.
(ii) In no event shall the Grantor, either itself or through any agent, employee, licensee or designee, file an application for the registration of any Trademark or Copyright or the issuance of any Patent with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, unless it gives the Collateral Agent written notice thereof, but in no event later than 5 Business Days after the filing of any such application. Upon request of the Collateral Agent, the Grantor shall execute and deliver any and all assignments, agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent's security interest hereunder in such Trademark, Patent or Copyright and the general intangibles of the Grantor relating thereto or represented thereby, and the Grantor hereby constitutes the Collateral Agent its attorney-in-fact to execute and file, during the continuance of an Event of Default, all such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed, and such power (being coupled with an interest) shall be irrevocable until the termination of the Total Commitment, the repayment of all of the Guaranteed Obligations in full and the termination of each of the Loan Documents.
Appears in 1 contract
Samples: Merger Agreement (Next Generation Technology Holdings Inc)
Trademarks, Patents and Copyrights. (i) If applicable, the Grantor has duly executed and delivered the Assignment for Security (Trademarks) in the form attached hereto as Exhibit A, the Assignment for Security (Patents) in the form attached hereto as Exhibit B and the Assignment for Security (Copyrights) in the form attached hereto as Exhibit C. The Grantor (either itself or through licensees) will, and will cause each licensee thereof to, take all action reasonably necessary to maintain all of the Trademarks, Patents and Copyrights in full force and effect, including, without limitation, using the proper statutory notices and markings and using the Trademarks on each applicable trademark class of goods in order to so maintain the Trademarks in full force free from any claim of abandonment for non-use nose, and the Grantor will not (and will not permit any licensee thereof to) do any act or knowingly omit to do any act whereby any Trademark or Copyright may become invalidated; provided, however, that so long as no Event of Default has -------- ------- has occurred and is continuing, the Grantor shall have no obligation to use or to maintain any Trademark or Copyright (A) that relates solely to any product or work that has been, or is in the process of being, discontinued, abandoned or terminated, (B) that is being replaced with a trademark or copyright substantially similar to the Trademark or Copyright, as the case may be, ,that may be abandoned or otherwise become invalid, so long as such replacement Trademark or Copyright, as the case may be is subject to the security interest purported to be created by this Agreement, (C) that is substantially the same as another Trademark or Copyright, as the case may be, that is in full force, so long as such other Trademark or Copyright, as the case may be, is subject to the Lien and security interest created by this Agreement, or (D) that is not necessary for the operation of Grantor's business and is discontinued or disposed of in the ordinary course of business. The Grantor will cause to be taken all necessary steps in any proceeding before the United States Patent and Trademark Office and the United States Copyright Office to maintain each registration of the Trademarks, the Patents and the Copyrights (other than those Trademarks and Copyrights described in the proviso to the immediately preceding sentence), including, without limitation, filing of renewals, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and payment of taxes. If any Trademark, Patent or Copyright is infringed, misappropriated or diluted in any material respect by a third party, the Grantor shall (x) upon learning of such infringement, misappropriation or dilution, promptly notify the Collateral Agent and (y) to the extent the Grantor shall deem appropriate under the circumstances, promptly xxx for infringement, misappropriation or dilution, seek injunctive relief where appropriate and recover any and all damages for such infringement, misappropriation or dilution, or take such other actions as the Grantor shall deem appropriate under the circumstances to protect such Trademark, Patent or Copyright. The Grantor shall furnish to the Collateral Agent from time to time (but, unless an Event of Default has occurred and is continuing, no more frequently than annually) statements and schedules further identifying and describing the Patents, the Trademarks and the Copyrights and such other reports in connection with the Patents, the Trademarks and the Copyrights as the Collateral Agent may reasonably request, all in reasonable detail and promptly upon request of the Collateral Agent, following receipt by the Collateral Agent of any such statements, schedules or reports, the Grantor shall modify this Agreement by amending SCHEDULES II, III or IV hereto, as the case may be, to include any Patent, Trademark or Copyright which becomes part of the Collateral under this Agreement. Notwithstanding anything herein to the contrary, upon the occurrence and during the continuance of an Event of Default the Grantor may not abandon or otherwise permit a Trademark, Patent or Copyright to become invalid without the prior written consent of the Collateral Agent, and if any Trademark, Patent or Copyright is infringed, misappropriated or diluted in any material respect by a third party, the Grantor will take such action as the Collateral Agent shall deem appropriate under the circumstances to protect such Trademark, Patent or Copyright.
(ii) In no event shall the Grantor, either itself or through any agent, employee, licensee or designee, file an application for the registration of any Trademark or Copyright or the issuance of any Patent with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, unless it gives the Collateral Agent written notice thereof, but in no event later than 5 Business Days after the filing of any such application. Upon request of the Collateral Agent, the Grantor shall execute and deliver any and all assignments, agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent's security interest hereunder in such Trademark, Patent or Copyright and the general intangibles of the Grantor relating thereto or represented thereby, and the Grantor hereby constitutes the Collateral Agent its attorney-in-fact to execute and file, during the continuance of an Event of Default, all such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed, and such power (being coupled with an interest) shall be irrevocable until the termination of the Total Commitment, the repayment of all of the Guaranteed Obligations in full and the termination of each of the Loan Documents.
Appears in 1 contract
Trademarks, Patents and Copyrights. (ia) If applicableExcept as disclosed on Schedule 3.12 hereto, Call America owns or has the Grantor has duly executed and delivered the Assignment for Security (Trademarks) right to use all Intellectual Property used in the form attached conduct of the businesses of the Call America Companies as being conducted as of the date hereof, except where the failure to own or possess such right would not have a Material Adverse Effect on the Call America Companies taken as a whole. Schedule 3.12 hereto as Exhibit Alists each patent, patent right, patent application, tradename registration, trademark registration, copyright registration, copyright application, source and object code owned by each of the Assignment for Security Call America Companies;
(Patentsb) in the form attached hereto as Exhibit B The execution, delivery and performance of this Agreement and the Assignment for Security consummation of the transactions contemplated hereby will not constitute a material breach of any instrument or agreement governing any rights to Intellectual Property of any of the Call America Companies, will not cause the forfeiture or termination or give rise to a right of forfeiture or termination of any Intellectual Property of any of the Call America Companies that is material to the Call America Companies taken as a whole or materially impair the right of any of the Call America Companies to use any Intellectual Property currently being used by the Call America Companies in their business or any portion thereof;
(Copyrightsc) in Neither the form attached hereto manufacture, marketing, license, sale or intended use of any product currently licensed or sold by any of the Call America Companies or currently under development by any of the Call America Companies violates any license or agreement between any of the Call America Companies and any third party relating to such product or infringes any intellectual property right of any other party, except where such violation or infringement would have a Material Adverse Effect on the Call American Companies taken as Exhibit C. The Grantor (either itself or through licensees) willa whole, and will cause each licensee thereof tothere is no pending or, take all action reasonably necessary to maintain all the Knowledge of Call America, threatened claim or litigation contesting the validity, ownership or right to use, sell, license or dispose of any Intellectual Property, nor has any of the Trademarks, Patents and Copyrights in full force and effect, including, without limitation, using Call America Companies received any notice asserting that any Intellectual Property or the proper statutory notices and markings and using the Trademarks on each applicable trademark class of goods in order to so maintain the Trademarks in full force free from any claim of abandonment for non-use , and the Grantor will not (and will not permit any licensee thereof to) do any act or knowingly omit to do any act whereby any Trademark or Copyright may become invalidated; provided, however, that so long as no Event of Default has -------- ------- occurred and is continuing, the Grantor shall have no obligation to use or to maintain any Trademark or Copyright (A) that relates solely to any product or work that has been, or is in the process of being, discontinued, abandoned or terminated, (B) that is being replaced with a trademark or copyright substantially similar to the Trademark or Copyright, as the case may be, that may be abandoned or otherwise become invalid, so long as such replacement Trademark or Copyright, as the case may be is subject to the security interest purported to be created by this Agreement, (C) that is substantially the same as another Trademark or Copyright, as the case may be, that is in full force, so long as such other Trademark or Copyright, as the case may be, is subject to the Lien and security interest created by this Agreement, or (D) that is not necessary for the operation of Grantor's business and is discontinued or disposed of in the ordinary course of business. The Grantor will cause to be taken all necessary steps in any proceeding before the United States Patent and Trademark Office and the United States Copyright Office to maintain each registration of the Trademarks, the Patents and the Copyrights (other than those Trademarks and Copyrights described in the proviso to the immediately preceding sentence), including, without limitation, filing of renewals, affidavits of proposed use, affidavits sale, license or disposition thereof conflicts or will conflict with the rights of incontestability and opposition, interference and cancellation proceedings and payment of taxes. If any Trademark, Patent or Copyright is infringed, misappropriated or diluted in any material respect by a third other party, the Grantor shall (x) upon learning of such infringement, misappropriation or dilution, promptly notify the Collateral Agent and (y) except to the extent such claim, litigation or conflict would not have a Material Adverse Effect on the Grantor shall deem appropriate under the circumstancesCall America Companies taken as a whole; and
(d) Except as disclosed in Schedule 3.12 hereto, promptly xxx for infringement, misappropriation or dilution, seek injunctive relief where appropriate and recover any and all damages for such infringement, misappropriation or dilution, or take such other actions as the Grantor shall deem appropriate under the circumstances to protect such Trademark, Patent or Copyright. The Grantor shall furnish to the Collateral Agent from time to time (but, unless an Event Knowledge of Default has occurred and is continuingCall America, no more frequently than annually) statements and schedules further identifying and describing the Patentscurrent or prior officers, the Trademarks and the Copyrights and such other reports in connection with the Patents, the Trademarks and the Copyrights as the Collateral Agent may reasonably request, all in reasonable detail and promptly upon request employees or consultants of any of the Collateral Agent, following receipt Call America Companies claim an ownership interest in any Intellectual Property as a result of having been involved in the development of such property while employed by the Collateral Agent of or consulting to any such statements, schedules or reports, the Grantor shall modify this Agreement by amending SCHEDULES II, III or IV hereto, as the case may be, to include any Patent, Trademark or Copyright which becomes part of the Collateral under this Agreement. Notwithstanding anything herein to the contrary, upon the occurrence and during the continuance of an Event of Default the Grantor may not abandon Call America Companies or otherwise permit a Trademark, Patent or Copyright to become invalid without the prior written consent of the Collateral Agent, and if any Trademark, Patent or Copyright is infringed, misappropriated or diluted in any material respect by a third party, the Grantor will take such action as the Collateral Agent shall deem appropriate under the circumstances to protect such Trademark, Patent or Copyrightotherwise.
(ii) In no event shall the Grantor, either itself or through any agent, employee, licensee or designee, file an application for the registration of any Trademark or Copyright or the issuance of any Patent with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, unless it gives the Collateral Agent written notice thereof, but in no event later than 5 Business Days after the filing of any such application. Upon request of the Collateral Agent, the Grantor shall execute and deliver any and all assignments, agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent's security interest hereunder in such Trademark, Patent or Copyright and the general intangibles of the Grantor relating thereto or represented thereby, and the Grantor hereby constitutes the Collateral Agent its attorney-in-fact to execute and file, during the continuance of an Event of Default, all such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed, and such power (being coupled with an interest) shall be irrevocable until the termination of the Total Commitment, the repayment of all of the Guaranteed Obligations in full and the termination of each of the Loan Documents.
Appears in 1 contract
Trademarks, Patents and Copyrights. (i) If applicableExcept as set forth in Section 5.02 of the Revolving Credit Agreement, the Grantor has duly executed and delivered the Assignment for Security (Trademarks) in the form attached hereto as Exhibit A, the Assignment for Security (Patents) in the form attached hereto as Exhibit B and the Assignment for Security (Copyrights) in the form attached hereto as Exhibit C. The each Grantor (either itself or through licensees) will, and will cause each licensee thereof to, take all action reasonably necessary to maintain all of the Trademarks, Patents and Copyrights in full force and effect, including, without limitation, using the all proper statutory notices and markings and using the Trademarks on each applicable trademark class of goods or services in order to so maintain the Trademarks in full force free from any claim of abandonment for non-use use, and the Grantor will not (and will not permit any licensee thereof to) do any act or knowingly omit to do any act whereby any Trademark Trademark, Copyright or Copyright Patent may become invalidated; providedPROVIDED, howeverHOWEVER, that so long as no Event of Default has -------- ------- occurred and is continuing, the no Grantor shall have no an obligation to use or to maintain any Trademark or Copyright (A) that relates solely to any product or work that has been, or is in the process of being, discontinued, abandoned or terminated, (B) that is being replaced with a trademark or copyright substantially similar to the Trademark or Copyright, as the case may be, that may be abandoned or otherwise become invalid, so long as such replacement Trademark or Copyright, as the case may be be, is subject to the security interest purported to be created by this Agreement, or (C) that is substantially the same as another Trademark or Copyright, as the case may be, that is in full force, so long as such other Trademark or Copyright, as the case may be, is subject to the Lien lien and security interest created by this Agreement, or (D) that is not necessary for the operation of Grantor's business and is discontinued or disposed of in the ordinary course of business. The Each Grantor will cause to be be, taken all necessary steps in any proceeding before the United States Patent and Trademark Office and the United States Copyright Office to maintain each registration of the Trademarks, the Patents and the Copyrights (other than those Trademarks and Trademarks, Patents or Copyrights described in the proviso to the immediately preceding sentence), including, without limitation, filing of renewals, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and payment of all requisite fees and taxes. If Each Grantor shall, if any Trademark, Patent or Copyright is infringed, misappropriated or diluted in any material respect by a third party, the Grantor shall (x) upon learning of such infringement, misappropriation or dilution, promptly notify the Collateral Agent and (y) to the extent the Grantor it shall deem appropriate under the circumstances, promptly xxx for infringement, misappropriation or dilution, seek injunctive relief where appropriate and recover any and all damages for such infringement, misappropriation or dilution, or take such other actions as the Grantor shall deem it deems appropriate under the circumstances to protect such Trademark, Patent or Copyright. The Each Grantor shall furnish to the Collateral Agent from time to time (but, unless an Event of Default has occurred and is continuing, no more frequently than annually) statements and schedules further identifying and describing the Patents, the Trademarks and the Copyrights and such other reports in connection with the Patents, the Trademarks and the Copyrights as the Collateral Agent may reasonably request, all in reasonable detail and promptly upon request of the Collateral Agent, ; following receipt by the Collateral Agent of any such statements, schedules or reports, the Grantor Grantors shall modify this Agreement by amending SCHEDULES IISchedules II or, III or IV hereto, as the case may be, to include any Patent, Trademark or Copyright which becomes part of the Collateral under this Agreement. Notwithstanding anything herein to the contrary, upon the occurrence and during the continuance of an Event of Default the Default, no Grantor may not abandon or otherwise permit a Trademark, Patent or Copyright to become invalid without the prior written consent of the Collateral Agent, and if any Trademark, Patent or Copyright is infringed, misappropriated or diluted in any material respect by a third party, the each Grantor will take such action as the Collateral Agent shall deem appropriate under the circumstances to protect such Trademark, Patent or Copyright.
(ii) In no event shall the any Grantor, either itself or through any agent, employee, licensee or designee, file an application for the registration of any Trademark or Copyright or the issuance of any Patent with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, unless it gives the Collateral Agent prior written notice thereof, but in no event later than 5 Business Days after the filing of any such application. Upon request of the Collateral Agent, the any such Grantor shall execute and deliver any and all assignments, agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent's security interest hereunder in such Trademark, Copyright or Patent or Copyright and the general intangibles of the Grantor relating thereto or represented thereby, and the each Grantor hereby constitutes the Collateral Agent its attorney-in-fact to execute and file, during the continuance of an Event of Default, file all such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed, and such power (being coupled with an interest) shall be irrevocable until the termination of the Total Commitment, the repayment of all of the Guaranteed Obligations in full and the termination of each of the Loan Documentsfull.
Appears in 1 contract
Samples: Security Agreement (Planet Hollywood International Inc)
Trademarks, Patents and Copyrights. (i) If applicable, the each Grantor has duly executed and delivered the Assignment for Grant of Security Interest (Trademarks) in the form attached hereto as Exhibit A, the Collateral Assignment for Security (Patents) in the form attached hereto as Exhibit B and or the Collateral Assignment for Security (Copyrights) in the form attached hereto as Exhibit C. The Each Grantor (either itself or through licensees) will, and will cause each licensee thereof to, take all action reasonably necessary to maintain all of the Trademarks, Patents and Copyrights in full force and effect, including, without limitation, using the proper statutory notices and markings and using the Trademarks on each applicable trademark class of goods in order to so maintain the Trademarks in full force free from any claim of abandonment for non-use use, and the no Grantor will not (and will not nor permit any licensee thereof to) do any act or knowingly omit to do any act whereby any Trademark Trademark, Patent or Copyright may become invalidated; provided, however, that so long as no Event of Default has -------- ------- occurred and is continuing, the Grantor Grantors shall have no obligation to use or to maintain any Trademark Trademark, Patent or Copyright (A) that relates solely to any product or work that has been, or is in the process of being, discontinued, abandoned or terminated, (B) that is being replaced with a trademark trademark, patent or copyright substantially similar to the Trademark Trademark, Patent or Copyright, as the case may be, that may be abandoned or otherwise become invalid, so long as such replacement Trademark Trademark, Patent or Copyright, as the case may be be, is subject to the security interest purported to be created by this Agreement, (C) that is substantially the same as another Trademark Trademark, Patent or Copyright, as the case may be, Copyright that is in full force, so long as such other Trademark Trademark, Patent or Copyright, as the case may be, is subject to the Lien and security interest created by this Agreement, or (D) that is not necessary for the operation of the Grantor's business and is discontinued or disposed of in the ordinary course of business. The Each Grantor will cause to be taken all necessary steps in any proceeding before the United States Patent and Trademark Office and the United States Copyright Office to maintain each registration of the Trademarks, the Patents and the Copyrights (other than those Trademarks Trademarks, Patents and Copyrights described in the proviso to the immediately preceding sentence), including, without limitation, filing of renewals, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and payment of taxesmaintenance fees, filing fees, taxes or other governmental fees. If any Trademark, Patent or Copyright is infringed, misappropriated or diluted or otherwise violated in any material respect by a third party, the Grantor Grantors shall (x) upon learning of such infringement, misappropriation or dilutiondilution or other violation, promptly notify the Collateral Agent and (y) to the extent the Grantor Grantors shall reasonably deem appropriate under the circumstances, promptly xxx for infringement, misappropriation or dilutiondilution or other violation, seek injunctive relief where appropriate and recover any and all damages for such infringement, misappropriation or dilutiondilution or other violation, or take such other actions as the Grantor Grantors shall reasonably deem appropriate under the circumstances to protect such Trademark, Patent or Copyright. The Each Grantor shall furnish to the Collateral Agent from time to time (but, unless an Event of Default has occurred and is continuing, no more frequently than annuallyquarterly) statements and schedules further identifying and describing the Patents, the Trademarks and the Copyrights and such other reports in connection with the Patents, the Trademarks and the Copyrights as the Collateral Agent may reasonably request, all in reasonable detail and promptly upon request of the Collateral Agent, following receipt by the Collateral Agent of any such statements, schedules or reports, the Grantor Grantors shall modify this Agreement by amending SCHEDULES Schedules II, III or IV hereto, as the case may be, to include any Patent, Trademark or Copyright Copyright, as the case may be, which becomes part of the Collateral under this Agreement and shall execute and authenticate such documents and do such acts as shall be necessary or, in the judgment of the Agent, desirable to subject such Trademarks, Patents or Copyrights to the Lien created by this Agreement. Notwithstanding anything herein to the contrary, upon the occurrence and during the continuance of an Event of Default the Grantor may not abandon or otherwise permit a Trademark, Patent or Copyright to become invalid without the prior written consent of the Collateral Agent, and if any Trademark, Patent or Copyright is infringed, misappropriated or diluted or otherwise violated in any material respect by a third party, the Grantor will take such action as the Collateral Agent shall deem appropriate under the circumstances to protect such Trademark, Patent or Copyright.
(ii) In no event shall the Grantor, either itself If any Grantor or through any agent, employee, licensee or designee, file designee thereof files an application for the registration of any Trademark or Copyright or for the issuance of any Patent with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, unless it gives within 5 days of such filing the Collateral Grantor shall provide the Agent written notice thereof, but in no event later than 5 Business Days after the filing of any such application. Upon request of the Collateral Agent, the Grantor shall execute execute, authenticate and deliver any and all assignments, agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent's security interest hereunder in such Trademark, Patent or Copyright and the general intangibles of the Grantor relating thereto or represented thereby, and the . The Grantor hereby constitutes the Collateral Agent as its attorney-in-fact to execute and/or authenticate and file, during the continuance of an Event of Default, file all such writings for the foregoing purposes, and confirms and ratifies all acts of such attorney being hereby ratified and confirmedattorney, and such power (being coupled with an interest) shall be irrevocable until the termination of the Total Commitment, the repayment of all of the Guaranteed Obligations in full and the termination of each of the Loan Documents.
Appears in 1 contract
Samples: Security Agreement (American Business Financial Services Inc /De/)
Trademarks, Patents and Copyrights. (i) If applicable, the each Grantor has duly executed and delivered the Collateral Assignment for Security (Trademarks) in the form attached hereto as Exhibit A, the Collateral Assignment for Security (Patents) in the form attached hereto as Exhibit B and or the Collateral Assignment for Security (Copyrights) in the form attached hereto as Exhibit C. The Each Grantor (either itself or through licensees) will, and will cause each licensee thereof to, take all action reasonably necessary to maintain all of the such Grantor's Trademarks, Patents and Copyrights in full force and effect, including, without limitation, using the proper statutory notices and markings and using the Trademarks on each applicable trademark class of goods in order to so maintain the Trademarks in full force free from any claim of abandonment for non-use use, and the such Grantor will not (and will not permit any licensee thereof to) do any act or knowingly omit to do any act whereby any Trademark of its Trademarks, Patents or Copyright Copyrights may become invalidated; provided, however, that so long as no Event of Default has -------- ------- occurred and is continuing, the such Grantor shall have no obligation to use or to maintain any Trademark of its Trademark, Patent or Copyright (A) that relates solely to any product or work that has been, or is in the process of being, discontinued, abandoned or terminated, (B) that is being replaced with a trademark trademark, patent or copyright substantially similar to the Trademark Trademark, Patent or Copyright, as the case may be, that may be abandoned or otherwise become invalid, so long as such replacement Trademark Trademark, Patent or Copyright, as the case may be be, is subject to the security interest purported to be created by this Agreement, (C) that is substantially the same as another Trademark Trademark, Patent or Copyright, as the case may be, Copyright that is in full force, so long as such other Trademark Trademark, Patent or Copyright, as the case may be, is subject to the Lien and security interest created by this Agreement, or (D) that is not necessary for the operation of such Grantor's business and is discontinued or disposed of in the ordinary course of business. The Each Grantor will cause to be taken all necessary steps in any proceeding before the United States Patent and Trademark Office and the United States Copyright Office to maintain each registration of the its Trademarks, the Patents and the Copyrights (other than those Trademarks Trademarks, Patents and Copyrights described in the proviso to the immediately preceding sentence), including, without limitation, filing of renewals, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and payment of taxes. If any Trademarkof such Grantor's Trademarks, Patent Patents or Copyright Copyrights is infringed, misappropriated or diluted in any material respect by a third party, the such Grantor shall (x) upon learning of such infringement, misappropriation or dilution, promptly notify the Collateral Agent and (y) to the extent the such Grantor shall deem appropriate under the circumstances, promptly xxx for infringement, misappropriation or dilution, seek injunctive relief where appropriate and recover any and all damages for such infringement, misappropriation or dilution, or take such other actions as the such Grantor shall deem appropriate under the circumstances to protect such Trademark, Patent or Copyright. The Each Grantor shall furnish to the Collateral Agent from time to time (but, unless an Event of Default has occurred and is continuing, no more frequently than annuallyquarterly) statements and schedules further identifying and describing the its Patents, the Trademarks and the Copyrights and such other reports in connection with the such Patents, the Trademarks and the Copyrights as the Collateral Agent may reasonably request, all in reasonable detail and promptly upon request of the Collateral Agent, following receipt by the Collateral Agent of any such statements, schedules or reports, the such Grantor shall modify this Agreement by amending SCHEDULES II, III or IV hereto, as the case may be, executing and delivering an updated Collateral Certificate to include any Patent, Trademark or Copyright which becomes part of the such Grantor's Collateral under this Agreement. Notwithstanding anything herein to the contrary, upon the occurrence and during the continuance of an Event of Default the each Grantor may not abandon or otherwise permit a Trademarkany of its Trademarks, Patent Patents or Copyright Copyrights to become invalid without the prior written consent of the Collateral Agent, and if any Trademarkof its Trademarks, Patent Patents or Copyright Copyrights is infringed, misappropriated or diluted in any material respect by a third party, the such Grantor will take such action as the Collateral Agent shall deem appropriate under the circumstances to protect such Trademark, Patent or Copyright.
(ii) In no event shall the Grantor, If either itself any Grantor or through any agent, employee, licensee or designee, file designee of such Grantor files an application for the registration of any Trademark or Copyright or for the issuance of any Patent with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, unless it gives within five (5) days of such filing such Grantor shall provide the Collateral Agent written notice thereof, but in no event later than 5 Business Days after the filing of any such application. Upon request of the Collateral Agent, the such Grantor shall execute and deliver any and all assignments, agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent's security interest hereunder in such Trademark, Patent or Copyright and the general intangibles of the such Grantor relating thereto or represented thereby, and the such Grantor hereby constitutes the Collateral Agent as its attorney-in-fact (such appointment being coupled with an interest and irrevocable) to execute and file, during the continuance of an Event of Default, file all such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed, and such power (being coupled with an interest) shall be irrevocable until the termination of the Total CommitmentCommitments, the repayment of all of the Guaranteed Obligations in full and the termination of each of the Loan Documents.
Appears in 1 contract
Samples: Loan Agreement (Sunterra Corp)
Trademarks, Patents and Copyrights. (i) If applicableExcept as disclosed on SCHEDULE 4.2(K), Seller owns or has the Grantor has duly executed right to use, sell or license all Proprietary Rights and delivered such Proprietary Rights are sufficient for the Assignment for Security (Trademarksconduct of the Business of Seller as it is currently being conducted as of the date hereof. SCHEDULE 1.1(A)(II) in the form attached hereto as Exhibit Alists each patent, the Assignment for Security (Patents) in the form attached hereto as Exhibit B patent right, patent application, tradename, trademark, trade name registration, trademark registration, trademark application, copyright registration, copyright registration application, service mark, brand mark and the Assignment for Security (Copyrights) in the form attached hereto as Exhibit C. The Grantor (either itself brand name, trade secret, formula, source and oxxxxt code oxxxx or through licensees) willlicensed by Seller, and will cause each licensee thereof to, take all action reasonably necessary to maintain all any license for any of the Trademarks, Patents and Copyrights foregoing in full force and effect, including, without limitation, using the proper statutory notices and markings and using the Trademarks on each applicable trademark class of goods in order to so maintain the Trademarks in full force free from any claim of abandonment for non-use , and the Grantor will not (and will not permit any licensee thereof to) do any act or knowingly omit to do any act whereby any Trademark or Copyright may become invalidated; provided, however, that so long as no Event of Default has -------- ------- occurred and is continuing, the Grantor shall have no obligation to use or to maintain any Trademark or Copyright (A) that relates solely to any product or work that has been, or is in the process of being, discontinued, abandoned or terminated, (B) that is being replaced with a trademark or copyright substantially similar to the Trademark or Copyright, as the case may be, that may be abandoned or otherwise become invalid, so long as such replacement Trademark or Copyright, as the case may be is subject to the security interest purported to be created by this Agreement, (C) that is substantially the same as another Trademark or Copyright, as the case may be, that is in full force, so long as such other Trademark or Copyright, as the case may be, is subject to the Lien and security interest created by this Agreement, or (D) that is not necessary for the operation of Grantor's business and is discontinued or disposed of in the ordinary course of business. The Grantor will cause to be taken all necessary steps in any proceeding before the United States Patent and Trademark Office and the United States Copyright Office to maintain each registration of the Trademarks, the Patents and the Copyrights (other than those Trademarks and Copyrights described in the proviso to the immediately preceding sentence), including, without limitation, filing of renewals, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and payment of taxes. If any Trademark, Patent or Copyright is infringed, misappropriated or diluted in any material respect by a third party, the Grantor shall (x) upon learning of such infringement, misappropriation or dilution, promptly notify the Collateral Agent and (y) to the extent the Grantor shall deem appropriate under the circumstances, promptly xxx for infringement, misappropriation or dilution, seek injunctive relief where appropriate and recover any and all damages for such infringement, misappropriation or dilution, or take such other actions as the Grantor shall deem appropriate under the circumstances to protect such Trademark, Patent or Copyright. The Grantor shall furnish to the Collateral Agent from time to time (but, unless an Event of Default has occurred and is continuing, no more frequently than annually) statements and schedules further identifying and describing the Patents, the Trademarks and the Copyrights and such other reports in connection with the Patents, the Trademarks and the Copyrights as the Collateral Agent may reasonably request, all in reasonable detail and promptly upon request of the Collateral Agent, following receipt by the Collateral Agent of any such statements, schedules or reports, the Grantor shall modify this Agreement by amending SCHEDULES II, III or IV hereto, as the case may be, to include any Patent, Trademark or Copyright which becomes part of the Collateral under this Agreement. Notwithstanding anything herein to the contrary, upon the occurrence and during the continuance of an Event of Default the Grantor may not abandon or otherwise permit a Trademark, Patent or Copyright to become invalid without the prior written consent of the Collateral Agent, and if any Trademark, Patent or Copyright is infringed, misappropriated or diluted in any material respect by a third party, the Grantor will take such action as the Collateral Agent shall deem appropriate under the circumstances to protect such Trademark, Patent or Copyrightcase.
(ii) In no event shall Except as disclosed on SCHEDULE 4.2(K), the Grantorexecution, either itself or through any agent, employee, licensee or designee, file an application for delivery and performance of this Agreement and the registration consummation of the transactions contemplated hereby will not constitute a breach of any Trademark instrument or Copyright agreement governing any Proprietary Rights, will not cause the forfeiture or termination or give rise to a right of forfeiture or termination of any Proprietary Rights or impair the right of the Business to use, sell or license any Proprietary Rights or any portion thereof.
(iii) Except as disclosed on SCHEDULE 4.2(K), neither the manufacture, marketing, license, sale or intended use of any product or service currently sold violates any license or agreement between Seller and any third party relating to such product or service or to the knowledge of Seller or CHC infringes any intellectual property right of any other party, and there is no pending or, to either Seller's or CHC's knowledge, threatened claim or litigation contesting the validity and Seller's ownership or right to use, sell, license or dispose of any Proprietary Right nor has Seller received any notice asserting that any Proprietary Right or the issuance proposed use, sale, license or disposition thereof conflicts or will conflict with the rights of any Patent with other party, and Seller has neither licensed the United States Patent and Trademark Office or the United States Copyright Office, as applicable, unless it gives the Collateral Agent written notice thereof, but in no event later than 5 Business Days after the filing of any such application. Upon request use of the Collateral Agent, Proprietary Rights to any third party nor permitted the Grantor shall execute and deliver use by any and all assignments, agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent's security interest hereunder in such Trademark, Patent or Copyright and the general intangibles third party of the Grantor relating thereto same in a manner which would infringe the Proprietary Rights of Seller.
(iv) Except as disclosed on SCHEDULE 4.2(K), no current or represented therebyprior members, and officers, employees or consultants of Seller have asserted in writing, nor to the Grantor hereby constitutes knowledge of Seller or CHC threatened, any claim to an ownership interest in any of the Collateral Agent its attorney-in-fact to execute and file, during Proprietary Rights as a result of having been involved in the continuance of an Event of Default, all such writings for the foregoing purposes, all acts development of such attorney being hereby ratified and confirmed, and such power (being coupled with an interest) shall be irrevocable until property while employed by or consulting to the termination of the Total Commitment, the repayment of all of the Guaranteed Obligations in full and the termination of each of the Loan DocumentsBusiness or otherwise.
Appears in 1 contract
Trademarks, Patents and Copyrights. (i) If applicable, the Grantor has duly executed and delivered the Assignment for Security (Trademarks) in the form attached hereto as Exhibit A, the Assignment for Security (Patents) in the form attached hereto as Exhibit B and the Assignment for Security (Copyrights) in the form attached hereto as Exhibit C. The Grantor (either itself or through licensees) will, and will cause each licensee thereof to, take all action reasonably necessary to maintain all of the Trademarks, Patents and Copyrights in full force and effect, including, without limitation, using the proper statutory notices and markings and using the Trademarks on each applicable trademark class of goods in order to so maintain the Trademarks in full force free from any claim of abandonment for non-use use, and the Grantor will not (and will not permit any licensee thereof to) do any act or knowingly omit to do any act whereby any Trademark Trademark, Copyright or Copyright Patent may become invalidated; provided, however, that so long as no Event of Default has -------- ------- occurred and is continuing, the Grantor shall have no obligation to use or to maintain any Trademark Trademark, Patent or Copyright (A) that relates solely to any product or work that has been, or is in the process of being, discontinued, abandoned or terminated, (B) that is being replaced with a trademark trademark, patent or copyright substantially similar to the Trademark Trademark, Patent or Copyright, as the case may be, that may be abandoned or otherwise become invalid, so long as such replacement Trademark Trademark, Patent or Copyright, as the case may be is subject to the security interest purported to be created by this Agreement, (C) that is substantially the same as another Trademark Trademark, Patent or Copyright, as the case may be, that is in full force, so long as such other Trademark Trademark, Patent or Copyright, as the case may be, is subject to the Lien and security interest created by this Agreement, or (D) that is not necessary for the operation of Grantor's business and is discontinued or disposed of in the ordinary course of business. The Grantor will cause to be taken all necessary steps in any proceeding before the United States Patent and Trademark Office and the United States Copyright Office to maintain each registration of the Trademarks, the Patents and the Copyrights (other than those Trademarks and Trademarks, Patent or Copyrights described in the proviso to the immediately preceding sentence), including, without limitation, filing of renewals, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and payment of maintenance fees, filing fees and taxes. If any Trademark, Patent or Copyright is infringed, misappropriated misappropriated, diluted or diluted otherwise violated in any material respect by a third party, the Grantor shall (x) upon learning of such infringement, misappropriation misappropriation, dilution or dilutionother violation, promptly notify the Collateral Agent and (y) to the extent the Grantor shall deem appropriate under the circumstances, promptly sue xxx for infringement, misappropriation misappropriation, dilution or dilutionother violation, seek injunctive relief where appropriate and recover any and all damages for such infringement, misappropriation misappropriation, dilution or dilutionother violation, or take such other actions as the Grantor shall deem appropriate under the circumstances to protect such Trademark, Patent or Copyright. The Grantor shall furnish to the Collateral Agent from time to time (but, unless an Event of Default has occurred and is continuing, no more frequently than annually) statements and schedules further identifying and describing the Patents, the Trademarks and the Copyrights and such other reports in connection with the Patents, the Trademarks and the Copyrights as the Collateral Agent may reasonably request, all in reasonable detail and promptly upon request of the Collateral Agent, following receipt by the Collateral Agent of any such statements, schedules or reports, the Grantor shall modify this Agreement by amending SCHEDULES II, III or IV hereto, as the case may be, to include any Patent, Trademark or Copyright which becomes part of the Collateral under this Agreement. Notwithstanding anything herein to the contrary, upon the occurrence and during the continuance of an Event of Default the Grantor may not abandon or otherwise permit a Trademark, Patent or Copyright to become invalid without the prior written consent of the Collateral Agent, and if any Trademark, Patent or Copyright is infringed, misappropriated misappropriated, diluted or diluted otherwise violated in any material respect by a third party, the Grantor will take such action as the Collateral Agent shall deem appropriate under the circumstances to protect such Trademark, Patent or Copyright.
(ii) In no event shall the Grantor, either itself or through any agent, employee, licensee or designee, file an application for the registration of any Trademark or Copyright or the issuance of any Patent with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, unless it gives the Collateral Agent written notice thereof, but in no event later than 5 Business Days after the filing of any such application. Upon request of the Collateral Agent, the Grantor shall execute and deliver any and all assignments, agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent's security interest hereunder in such Trademark, Patent or Copyright and the general intangibles of the Grantor relating thereto or represented thereby, and the Grantor hereby constitutes the Collateral Agent its attorney-in-fact to execute and file, during the continuance of an Event of Default, all such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed, and such power (being coupled with an interest) shall be irrevocable until the termination of the Total CommitmentCommitments, the repayment of all of the Guaranteed Obligations in full and the termination of each of the Loan Documents.
Appears in 1 contract
Trademarks, Patents and Copyrights. (i) If applicable, the Grantor has duly executed and delivered the Assignment for Security (Trademarks) in the form attached hereto as Exhibit A, the Assignment for Security (Patents) in the form attached hereto as Exhibit B and the Assignment for Security (Copyrights) in the form attached hereto as Exhibit C. The Subject to Grantor’s sound business judgment, the Grantor (either itself or through licensees) willshall, and will shall cause each licensee thereof to, take all action reasonably commercially reasonable action(s) necessary to maintain all of the Trademarks, Patents and Copyrights in full force and effect, including, without limitation, using the proper statutory notices and markings and using the Trademarks on each applicable trademark class of goods in order to so maintain the Trademarks in full force free from any claim of abandonment for non-use use, and the Grantor will not shall (and will not nor permit any licensee thereof to) do any act or knowingly omit to do any act whereby any Trademark Trademark, Patent or Copyright may become invalidated; provided, however, that so long as no Event of Default has -------- ------- occurred and is continuing, the Grantor shall have no obligation to use or to maintain any Trademark Trademark, Patent or Copyright (A) that relates solely to any product or work that has been, or is in the process of being, discontinued, abandoned or terminated, (B) that is being replaced with a trademark or copyright substantially similar . Subject to the Trademark or CopyrightGrantor’s sound business judgment, as the case may be, that may be abandoned or otherwise become invalid, so long as such replacement Trademark or Copyright, as the case may be is subject to the security interest purported to be created by this Agreement, (C) that is substantially the same as another Trademark or Copyright, as the case may be, that is in full force, so long as such other Trademark or Copyright, as the case may be, is subject to the Lien and security interest created by this Agreement, or (D) that is not necessary for the operation of Grantor's business and is discontinued or disposed of in the ordinary course of business. The Grantor will shall cause to be taken all commercially reasonable and necessary steps in any proceeding before the United States Patent and Trademark Office and the United States Copyright Office to maintain each registration of the Trademarks, the Patents and the Copyrights (other than those Trademarks and Trademarks, Patents or Copyrights described in the proviso to the immediately preceding sentence), including, without limitation, filing of renewals, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and payment of taxesmaintenance fees, filing fees, taxes or other governmental fees. If any Trademark, Patent or Copyright is infringed, misappropriated misappropriated, diluted or diluted otherwise violated in any material respect by a third party, the Grantor shall (x) upon learning of such infringement, misappropriation misappropriation, dilution or dilutionother violation, promptly notify the Collateral Agent and (y) to the extent the Grantor shall deem appropriate under the circumstancesappropriate, in its sole discretion, promptly xxx sxx for infringement, misappropriation misappropriation, dilution or dilutionother violation, seek injunctive relief where appropriate and recover any and all damages for such infringement, misappropriation misappropriation, dilution or dilutionother violation, or take such other actions as the Grantor shall deem appropriate under the circumstances to protect such Trademark, Patent or Copyright. The Grantor shall furnish to the Collateral Agent from time to time (but, unless an Event of Default has occurred and is continuing, no more frequently than annuallyquarterly) statements and schedules further identifying and describing the PatentsTrademarks, the Trademarks and the Patents or Copyrights and such other reports in connection with the PatentsTrademarks, the Trademarks and the Patents or Copyrights as the Collateral Agent may reasonably request, all in reasonable detail and promptly upon request of the Collateral Agent, following receipt by the Collateral Agent of any such statements, schedules or reports, the Grantor shall modify this Agreement by amending SCHEDULES Schedules II, III or IV hereto, as the case may be, to include any PatentTrademark, Trademark Patent or Copyright which Copyright, as the case may be, that becomes part of the Collateral under this Agreement. Notwithstanding anything herein , and shall execute and authenticate such documents prepared by the Secured Parties as shall be commercially reasonable and necessary to subject such Trademarks, Patents or Copyrights to the contrary, upon the occurrence Lien and during the continuance of an Event of Default the Grantor may not abandon or otherwise permit a Trademark, Patent or Copyright to become invalid without the prior written consent of the Collateral Agent, and if any Trademark, Patent or Copyright is infringed, misappropriated or diluted in any material respect security interest created by a third party, the Grantor will take such action as the Collateral Agent shall deem appropriate under the circumstances to protect such Trademark, Patent or Copyrightthis Agreement.
(ii) In no the event shall the Grantor, either itself or through any agent, employee, licensee or designee, file files an application for the registration of any Trademark or Copyright or the issuance of any Patent with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, unless or in any similar office or agency of the United States or any country, it gives shall give the Collateral Agent written notice thereof, but in no event later than 5 Business Days after the filing of any such application. Upon request of the Collateral Agent, the The Grantor shall execute execute, authenticate and deliver any and all assignments, agreements, instruments, documents and papers as the Collateral Agent may reasonably request are necessary to evidence the Collateral Agent's ’s security interest hereunder in such Trademark, Patent or Copyright and the general intangibles of the Grantor relating thereto or represented thereby, and the Grantor hereby constitutes appoints the Collateral Agent its attorney-in-fact to execute and/or authenticate and file, during the continuance of an Event of Default, file all such writings as provided to it for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed, and such power (being coupled with an interest) shall be irrevocable until the termination of the Total Commitmentall Commitments, the repayment of all of the Guaranteed Obligations in full and the termination of each of the Loan Security Documents.
Appears in 1 contract
Samples: Security Agreement (Quadramed Corp)
Trademarks, Patents and Copyrights. (i) If applicable, the Grantor has duly executed and delivered the Assignment for Security (Trademarks) in the form attached hereto as Exhibit A, the Assignment for Security (Patents) in the form attached hereto as Exhibit B and the Assignment for Security (Copyrights) in the form attached hereto as Exhibit C. The Grantor (either itself or through licensees) will, and will cause each licensee thereof to, take all action reasonably necessary to maintain all of the Trademarks, Patents and Copyrights in full force and effect, including, without limitation, using the proper statutory notices and markings and using the Trademarks on each applicable trademark class of goods in order to so maintain the Trademarks in full force free from any claim of abandonment for non-use use, and the Grantor will not (and will not permit any licensee thereof to) do any act or knowingly omit to do any act whereby any Trademark or Copyright may become invalidated; provided, however, that so long as no Event of Default has -------- ------- has occurred and is continuing, the Grantor shall have no obligation to use or to maintain any Trademark or Copyright (A) that relates solely to any product or work that has been, or is in the process of being, discontinued, abandoned or terminated, (B) that is being replaced with a trademark or copyright substantially similar to the Trademark or Copyright, as the case may be, that may be abandoned or otherwise become invalid, so long as such replacement Trademark or Copyright, as the case may be is subject to the security interest purported to be created by this Agreement, (C) that is substantially the same as another Trademark or Copyright, as the case may be, that is in full force, so long as such other Trademark or Copyright, as the case may be, is subject to the Lien and security interest created by this Agreement, or (D) that is not necessary for the operation of Grantor's business and is discontinued or disposed of in the ordinary course of business. The Grantor will cause to be taken all necessary steps in any proceeding before the United States Patent and Trademark Office and the United States Copyright Office to maintain each registration of the Trademarks, the Patents and the Copyrights (other than those Trademarks and Copyrights described in the proviso to the immediately preceding sentence), including, without limitation, filing of renewals, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and payment of taxes. If any Trademark, Patent or Copyright is infringed, misappropriated or diluted in any material respect by a third party, the Grantor shall (x) upon learning of such infringement, misappropriation or dilution, promptly notify the Collateral Agent and (y) to the extent the Grantor shall deem appropriate under the circumstances, promptly xxx for infringement, misappropriation or dilution, seek injunctive relief where appropriate and recover any and all damages for such infringement, misappropriation or dilution, or take such other actions as the Grantor shall deem appropriate under the circumstances to protect such Trademark, Patent or Copyright. The Grantor shall furnish to the Collateral Agent from time to time (but, unless an Event of Default has occurred and is continuing, no more frequently than annually) statements and schedules further identifying and describing the Patents, the Trademarks and the Copyrights and such other reports in connection with the Patents, the Trademarks and the Copyrights as the Collateral Agent may reasonably request, all in reasonable detail and promptly upon request of the Collateral Agent, following receipt by the Collateral Agent of any such statements, schedules or reports, the Grantor shall modify this Agreement by amending SCHEDULES Schedules II, III or IV hereto, as the case may be, to include any Patent, Trademark or Copyright which becomes part of the Collateral under this Agreement. Notwithstanding anything herein to the contrary, upon the occurrence and during the continuance of an Event of Default the Grantor may not abandon or otherwise permit a Trademark, Patent or Copyright to become invalid without the prior written consent of the Collateral Agent, and if any Trademark, Patent or Copyright is infringed, misappropriated or diluted in any material respect by a third party, the Grantor will take such action as the Collateral Agent shall deem appropriate under the circumstances to protect such Trademark, Patent or Copyright.
(ii) In no event shall the Grantor, either itself or through any agent, employee, licensee or designee, file an application for the registration of any Trademark or Copyright or the issuance of any Patent with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, unless it gives the Collateral Agent written notice thereof, but in no event later than 5 Business Days after the filing of any such application. Upon request of the Collateral Agent, the Grantor shall execute and deliver any and all assignments, agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent's security interest hereunder in such Trademark, Patent or Copyright and the general intangibles of the Grantor relating thereto or represented thereby, and the Grantor hereby constitutes the Collateral Agent its attorney-in-fact to execute and file, during the continuance of an Event of Default, all such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed, and such power (being coupled with an interest) shall be irrevocable until the termination of the Total Commitment, the repayment of all of the Guaranteed Obligations in full and the termination of each of the Loan Documents.
Appears in 1 contract
Samples: Guarantor Security Agreement (McNaughton Apparel Group Inc)
Trademarks, Patents and Copyrights. (i) If applicable, the Grantor has duly executed and delivered the Assignment for Security (Trademarks) in the form attached hereto as Exhibit A, the Assignment for Security (Patents) in the form attached hereto as Exhibit B and the Assignment for Security (Copyrights) in the form attached hereto as Exhibit C. The Grantor (either itself or through licensees) will, and will cause each licensee thereof to, take all action reasonably necessary to maintain all of the Trademarks, Patents and Copyrights in full force and effect, including, without limitation, using the proper statutory notices and markings and using the Trademarks on each applicable trademark class of goods in order to so maintain the Trademarks in full force free from any claim of abandonment for non-use use, and the Grantor will not (and will not permit any licensee thereof to) do any act or knowingly omit to do any act whereby any Trademark or Copyright may become invalidated; provided, however, that so long as no Event of Default has -------- ------- occurred and is continuing, the Grantor shall have no obligation to use or to maintain any Trademark or Copyright (A) that relates solely to any product or work that has been, or is in the process of being, discontinued, abandoned or terminated, (B) that is being replaced with a trademark or copyright substantially similar to the Trademark or Copyright, as the case may be, that may be abandoned or otherwise become invalid, so long as such replacement Trademark or Copyright, as the case may be is subject to the security interest purported to be created by this Agreement, (C) that is substantially the same as another Trademark or Copyright, as the case may be, that is in full force, so long as such other Trademark or Copyright, as the case may be, is subject to the Lien and security interest created by this Agreement, or (D) that is not necessary for the operation of Grantor's business and is discontinued or disposed of in the ordinary course of business. The Grantor will cause to be taken all necessary steps in any proceeding before the United States Patent and Trademark Office and the United States Copyright Office to maintain each registration of the Trademarks, the Patents and the Copyrights (other than those Trademarks and Copyrights described in the proviso to the immediately preceding sentence), including, without limitation, filing of renewals, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and payment of taxes. If any Trademark, Patent or Copyright is infringed, misappropriated or diluted in any material respect by a third party, the Grantor shall (x) upon learning of such infringement, misappropriation or dilution, promptly notify the Collateral Agent and (y) to the extent the Grantor shall deem appropriate under the circumstances, promptly sue xxx for infringement, misappropriation or dilution, seek injunctive relief where appropriate and recover any and all damages for such infringement, misappropriation or dilution, or take such other actions as the Grantor shall deem appropriate under the circumstances to protect such Trademark, Patent or Copyright. The Grantor shall furnish to the Collateral Agent from time to time (but, unless an Event of Default has occurred and is continuing, no more frequently than annually) statements and schedules further identifying and describing the Patents, the Trademarks and the Copyrights and such other reports in connection with the Patents, the Trademarks and the Copyrights as the Collateral Agent may reasonably request, all in reasonable detail and promptly upon request of the Collateral Agent, following receipt by the Collateral Agent of any such statements, schedules or reports, the Grantor shall modify this Agreement by amending SCHEDULES II, III or IV hereto, as the case may be, to include any Patent, Trademark or Copyright which becomes part of the Collateral under this Agreement. Notwithstanding anything herein to the contrary, upon the occurrence and during the continuance of an Event of Default the Grantor may not abandon or otherwise permit a Trademark, Patent or Copyright to become invalid without the prior written consent of the Collateral Agent, and if any Trademark, Patent or Copyright is infringed, misappropriated or diluted in any material respect by a third party, the Grantor will take such action as the Collateral Agent shall deem appropriate under the circumstances to protect such Trademark, Patent or Copyright.
(ii) In no event shall the Grantor, either itself or through any agent, employee, licensee or designee, file an application for the registration of any Trademark or Copyright or the issuance of any Patent with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, unless it gives the Collateral Agent written notice thereof, but in no event later than 5 Business Days after the filing of any such application. Upon request of the Collateral Agent, the Grantor shall execute and deliver any and all assignments, agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent's security interest hereunder in such Trademark, Patent or Copyright and the general intangibles of the Grantor relating thereto or represented thereby, and the Grantor hereby constitutes the Collateral Agent its attorney-in-fact to execute and file, during the continuance of an Event of Default, all such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed, and such power (being coupled with an interest) shall be irrevocable until the termination of the Total Commitment, the repayment of all of the Guaranteed Obligations in full and the termination of each of the Loan Documents.or
Appears in 1 contract
Trademarks, Patents and Copyrights. (i) If applicableExcept as disclosed on SCHEDULE 4.2(k), Seller owns or has the Grantor has duly executed right to use, sell or license all Proprietary Rights and delivered such Proprietary Rights are sufficient for the Assignment for Security (Trademarksconduct of the Business of Seller as it is currently being conducted as of the date hereof. SCHEDULE 1.1(a)(ii) hereto lists each patent, patent right, patent application, tradename, trademark, trade name registration, trademark registration, trademark application, copyright registration, copyright registration application, service xxxx, brand xxxx and brand name, trade secret, formula, source and object code owned or licensed by Seller and currently used in the form attached hereto as Exhibit A, conduct of the Assignment for Security (Patents) in the form attached hereto as Exhibit B and the Assignment for Security (Copyrights) in the form attached hereto as Exhibit C. The Grantor (either itself or through licensees) willBusiness, and will cause each licensee thereof to, take all action reasonably necessary to maintain all any license for any of the Trademarks, Patents and Copyrights foregoing in full force and effect, including, without limitation, using the proper statutory notices and markings and using the Trademarks on each applicable trademark class of goods in order to so maintain the Trademarks in full force free from any claim of abandonment for non-use , and the Grantor will not (and will not permit any licensee thereof to) do any act or knowingly omit to do any act whereby any Trademark or Copyright may become invalidated; provided, however, that so long as no Event of Default has -------- ------- occurred and is continuing, the Grantor shall have no obligation to use or to maintain any Trademark or Copyright (A) that relates solely to any product or work that has been, or is in the process of being, discontinued, abandoned or terminated, (B) that is being replaced with a trademark or copyright substantially similar to the Trademark or Copyright, as the case may be, that may be abandoned or otherwise become invalid, so long as such replacement Trademark or Copyright, as the case may be is subject to the security interest purported to be created by this Agreement, (C) that is substantially the same as another Trademark or Copyright, as the case may be, that is in full force, so long as such other Trademark or Copyright, as the case may be, is subject to the Lien and security interest created by this Agreement, or (D) that is not necessary for the operation of Grantor's business and is discontinued or disposed of in the ordinary course of business. The Grantor will cause to be taken all necessary steps in any proceeding before the United States Patent and Trademark Office and the United States Copyright Office to maintain each registration of the Trademarks, the Patents and the Copyrights (other than those Trademarks and Copyrights described in the proviso to the immediately preceding sentence), including, without limitation, filing of renewals, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and payment of taxes. If any Trademark, Patent or Copyright is infringed, misappropriated or diluted in any material respect by a third party, the Grantor shall (x) upon learning of such infringement, misappropriation or dilution, promptly notify the Collateral Agent and (y) to the extent the Grantor shall deem appropriate under the circumstances, promptly xxx for infringement, misappropriation or dilution, seek injunctive relief where appropriate and recover any and all damages for such infringement, misappropriation or dilution, or take such other actions as the Grantor shall deem appropriate under the circumstances to protect such Trademark, Patent or Copyright. The Grantor shall furnish to the Collateral Agent from time to time (but, unless an Event of Default has occurred and is continuing, no more frequently than annually) statements and schedules further identifying and describing the Patents, the Trademarks and the Copyrights and such other reports in connection with the Patents, the Trademarks and the Copyrights as the Collateral Agent may reasonably request, all in reasonable detail and promptly upon request of the Collateral Agent, following receipt by the Collateral Agent of any such statements, schedules or reports, the Grantor shall modify this Agreement by amending SCHEDULES II, III or IV hereto, as the case may be, to include any Patent, Trademark or Copyright which becomes part of the Collateral under this Agreement. Notwithstanding anything herein to the contrary, upon the occurrence and during the continuance of an Event of Default the Grantor may not abandon or otherwise permit a Trademark, Patent or Copyright to become invalid without the prior written consent of the Collateral Agent, and if any Trademark, Patent or Copyright is infringed, misappropriated or diluted in any material respect by a third party, the Grantor will take such action as the Collateral Agent shall deem appropriate under the circumstances to protect such Trademark, Patent or Copyright.case;
(ii) In no event shall Except as disclosed on SCHEDULE 4.2(k), the Grantorexecution, either itself or through any agent, employee, licensee or designee, file an application for delivery and performance of this Agreement and the registration consummation of the transactions contemplated hereby will not constitute a breach of any Trademark instrument or Copyright agreement governing any Proprietary Rights, will not cause the forfeiture or termination or give rise to a right of forfeiture or termination of any Proprietary Rights or impair the right of the Business to use, sell or license any Proprietary Rights or any portion thereof;
(iii) Except as disclosed on SCHEDULE 4.2(k), neither the manufacture, marketing, license, sale or intended use of any tangible product currently sold by the Business violates any license or agreement between Seller and any third party relating to such product or to Seller's knowledge infringes any intellectual property right of any other party, and there is no pending claim or litigation contesting the validity and Seller's ownership or right to use, sell, license or dispose of any Proprietary Right nor has Seller received any notice asserting that any Proprietary Right or the issuance proposed use, sale, license or disposition thereof conflicts or will conflict with the rights of any Patent with other party, and Seller has neither licensed the United States Patent and Trademark Office or the United States Copyright Office, as applicable, unless it gives the Collateral Agent written notice thereof, but in no event later than 5 Business Days after the filing of any such application. Upon request use of the Collateral Agent, Proprietary Rights to any third party nor permitted the Grantor shall execute and deliver use by any and all assignments, agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent's security interest hereunder in such Trademark, Patent or Copyright and the general intangibles third party of the Grantor relating thereto same in a manner which would infringe the trademark rights of Seller; and
(iv) Except as disclosed on SCHEDULE 4.2(k), Seller has not received any notice that, any current or represented therebyprior members, and officers, employees or consultants of Seller claim an ownership interest in any of the Grantor hereby constitutes Proprietary Rights as a result of having been involved in the Collateral Agent its attorney-in-fact to execute and file, during the continuance of an Event of Default, all such writings for the foregoing purposes, all acts development of such attorney being hereby ratified and confirmed, and such power (being coupled with an interest) shall be irrevocable until property while employed by or consulting to the termination of the Total Commitment, the repayment of all of the Guaranteed Obligations in full and the termination of each of the Loan DocumentsBusiness or otherwise.
Appears in 1 contract
Samples: Asset Purchase Agreement (Del Global Technologies Corp)
Trademarks, Patents and Copyrights. (i) If applicable, the Grantor has duly executed and delivered the Collateral Assignment for Security (Trademarks) in the form attached hereto as Exhibit A, the Collateral Assignment for Security (Patents) in the form attached hereto as Exhibit B and or the Collateral Assignment for Security (Copyrights) in the form attached hereto as Exhibit C. The Grantor (either itself or through licensees) will, and will cause each licensee thereof to, take all action reasonably necessary to maintain all of the Trademarks, Patents and Copyrights in full force and effect, including, without limitation, using the proper statutory notices and markings and using the Trademarks on each applicable trademark class of goods in order to so maintain the Trademarks in full force free from any claim of abandonment for non-use use, and the Grantor will not (and will not permit any licensee thereof to) do any act or knowingly omit to do any act whereby any Trademark Trademark, Patent or Copyright may become invalidated; provided, however, that so long as no Event of Default has -------- ------- occurred and is continuing, the Grantor shall have no obligation to use or to maintain any Trademark Trademark, Patent or Copyright (A) that relates solely to any product or work that has been, or is in the process of being, discontinued, abandoned or terminated, (B) that is being replaced with a trademark trademark, patent or copyright substantially similar to the Trademark Trademark, Patent or Copyright, as the case may be, that may be abandoned or otherwise become invalid, so long as such replacement Trademark Trademark, Patent or Copyright, as the case may be be, is subject to the security interest purported to be created by this Agreement, (C) that is substantially the same as another Trademark Trademark, Patent or Copyright, as the case may be, Copyright that is in full force, so long as such other Trademark Trademark, Patent or Copyright, as the case may be, is subject to the Lien and security interest created by this Agreement, or (D) that is not necessary for the operation of the Grantor's business and is discontinued or disposed of in the ordinary course of business. The Grantor will cause to be taken all necessary steps in any proceeding before the United States Patent and Trademark Office and the United States Copyright Office to maintain each registration of the Trademarks, the Patents and the Copyrights (other than those Trademarks and Copyrights described in the proviso to the immediately preceding sentence), including, without limitation, filing of renewals, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and payment of taxes. If any Trademark, Patent or Copyright is infringed, misappropriated or diluted in any material respect by a third party, the Grantor shall (x) upon learning of such infringement, misappropriation or dilution, promptly notify the Collateral Agent and (y) to the extent the Grantor shall deem appropriate under the circumstances, promptly xxx for infringement, misappropriation or dilution, seek injunctive relief where appropriate and recover any and all damages for such infringement, misappropriation or dilution, or take such other actions as the Grantor shall deem appropriate under the circumstances to protect such Trademark, Patent or Copyright. The Grantor shall furnish to the Collateral Agent from time to time (but, unless an Event of Default has occurred and is continuing, no more frequently than annually) statements and schedules further identifying and describing the Patents, the Trademarks and the Copyrights and such other reports in connection with the Patents, the Trademarks and the Copyrights as the Collateral Agent may reasonably request, all in reasonable detail and promptly upon request of the Collateral Agent, following receipt by the Collateral Agent of any such statements, schedules or reports, the Grantor shall modify this Agreement by amending SCHEDULES II, III or IV hereto, as the case may be, to include any Patent, Trademark or Copyright which becomes part of the Collateral under this Agreement. Notwithstanding anything herein to the contrary, upon the occurrence and during the continuance of an Event of Default the Grantor may not abandon or otherwise permit a Trademark, Patent or Copyright to become invalid without the prior written consent of the Collateral Agent, and if any Trademark, Patent or Copyright is infringed, misappropriated or diluted in any material respect by a third party, the Grantor will take such action as the Collateral Agent shall deem appropriate under the circumstances to protect such Trademark, Patent or Copyright.
(ii) In no event shall the Grantor, either itself or through any agent, employee, licensee or designee, file an application for the registration of any Trademark or Copyright or the issuance of any Patent with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, unless it gives the Collateral Agent written notice thereof, but in no event later than 5 Business Days after the filing of any such application. Upon request of the Collateral Agent, the Grantor shall execute and deliver any and all assignments, agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent's security interest hereunder in such Trademark, Patent or Copyright and the general intangibles of the Grantor relating thereto or represented thereby, and the Grantor hereby constitutes the Collateral Agent its attorney-in-fact to execute and file, during the continuance of an Event of Default, all such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed, and such power (being coupled with an interest) shall be irrevocable until the termination of the Total Commitment, the repayment of all of the Guaranteed Obligations in full and the termination of each of the Loan Documents.United
Appears in 1 contract
Trademarks, Patents and Copyrights. (i) If applicable, the each Grantor has duly executed and delivered the Assignment for Security (Trademarks) in the form attached hereto as Exhibit A, the Assignment for Security (Patents) in the form attached hereto as Exhibit B and the Assignment for Security (Copyrights) in the form attached hereto as Exhibit C. The Each Grantor (either itself or through licensees) will, and will cause each licensee thereof to, take all action reasonably necessary to maintain all of the Trademarks, Patents and Copyrights material to its business in full force and effect, including, without limitation, using the proper statutory notices and markings and using the Trademarks on each applicable trademark class of goods in order to so maintain the Trademarks in full force free from any claim of abandonment for non-use use, and the no Grantor will not (and will not nor permit any licensee thereof to) do any act or knowingly omit to do any act whereby any Trademark Trademark, Patent or Copyright material to its business may become invalidated; provided, however, that so long as no Event of Default has -------- ------- occurred and is continuing, the no Grantor shall have no an obligation to use or to maintain any Trademark Trademark, Patent or Copyright (A) that relates solely to any product or work work, that has been, or is in the process of being, discontinued, abandoned or terminated, (B) that is being replaced with a trademark Trademark, Patent or copyright Copyright substantially similar to the Trademark Trademark, Patent or Copyright, as the case may be, that may be abandoned or otherwise become invalid, so long as the failure to use or maintain such replacement Trademark Trademark, Patent or Copyright, as the case may be does not materially adversely affect the validity of such replacement Trademark, Patent or Copyright, as the case may be, and so long as such replacement Trademark, Patent or Copyright, as the case may be, is subject to the security interest purported to be Lien created by this Agreement, Agreement or (C) that is substantially the same as another Trademark Trademark, Patent or Copyright, as the case may be, that is in full force, so long as the failure to use or maintain such Trademark, Patent or Copyright, as the case may be does not materially adversely affect the validity of such replacement Trademark, Patent or Copyright, as the case may be, and so long as such other Trademark Trademark, Patent or Copyright, as the case may be, is subject to the Lien and security interest created by this Agreement, or (D) that is not necessary for the operation of Grantor's business and is discontinued or disposed of in the ordinary course of business. The Each Grantor will cause to be taken all necessary steps in any proceeding before the United States Patent and Trademark Office and the United States Copyright Office or any similar office or agency in any other country or political subdivision thereof to maintain each registration of the Trademarks, the Patents and the Copyrights (other than those Trademarks and Trademarks, Patents or Copyrights described in the proviso to the immediately preceding sentence), including, without limitation, filing of renewals, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and payment of taxesmaintenance fees, filing fees, taxes or other governmental fees. If any Trademark, Patent or Copyright is infringed, misappropriated misappropriated, diluted or diluted otherwise violated in any material respect by a third party, the Grantor Grantors shall (x) upon learning of such infringement, misappropriation misappropriation, dilution or dilutionother violation, promptly notify the Collateral Agent and (y) to the extent the Grantor Grantors shall deem appropriate under the circumstances, promptly xxx for infringement, misappropriation misappropriation, dilution or dilutionother violation, seek injunctive relief where appropriate and recover any and all damages for such infringement, misappropriation misappropriation, dilution or dilutionother violation, or take such other actions as the Grantor Grantors shall deem appropriate under the circumstances to protect such Trademark, Patent or Copyright. The Each Grantor shall furnish to the Collateral Agent from time to time (but, unless an Event of Default has occurred and is continuing, no more frequently than annuallyquarterly) statements and schedules further identifying and describing the PatentsTrademarks, the Trademarks and the Patents or Copyrights and such other reports in connection with the PatentsTrademarks, the Trademarks and the Patents or Copyrights as the Collateral Agent may reasonably request, all in reasonable detail and promptly upon request of the Collateral Agent, following receipt by the Collateral Agent of any such statements, schedules or reports, the Grantor Grantors shall modify this Agreement by amending SCHEDULES Schedules II, III or IV hereto, as the case may be, to include any PatentTrademark, Trademark Patent or Copyright Copyright, as the case may be, which becomes part of the Collateral under this Agreement and shall execute and authenticate such documents and do such acts as shall be necessary or, in the reasonable judgment of the Agent, desirable to subject such Trademarks, Patents or Copyrights to the Lien and security interest created by this Agreement. Notwithstanding anything herein to the contrary, upon the occurrence and during the continuance of an Event of Default the Default, no Grantor may not abandon or otherwise permit a registered Trademark, Patent or Copyright to become invalid without the prior written consent of the Collateral Agent, and if any Trademark, Patent or Copyright is infringed, misappropriated misappropriated, diluted or diluted otherwise violated in any material respect by a third party, the Grantor Grantors will take such action as the Collateral Agent shall deem appropriate under the circumstances to protect such Trademark, Patent or Copyright.
(ii) In no event shall the any Grantor, either itself or through any agent, employee, licensee or designee, file an application for the registration of any Trademark or Copyright or the issuance of any Patent with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, or in any similar office or agency of the United States or any country or any political subdivision thereof unless it gives the Collateral Agent prior written notice thereof, but in no event later than 5 Business Days after the filing of any such application. Upon request of the Collateral Agent, the each Grantor shall execute execute, authenticate and deliver any and all assignments, agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent's security interest hereunder in such Trademark, Patent or Copyright and the general intangibles General Intangibles of the such Grantor relating thereto or represented thereby, and the each Grantor hereby constitutes appoints the Collateral Agent its attorney-in-fact to execute and/or authenticate and file, during the continuance of an Event of Default, file all such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed, and such power (being coupled with an interest) shall be irrevocable until the termination of the Total Commitmentall Commitments, the repayment of all of the Guaranteed Obligations in full and the termination of each of the Loan Documents.
Appears in 1 contract
