Intellectual Property Covenants. (i) Other than to the extent not prohibited herein or in the Credit Agreement, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operations, or except to the extent failure to act would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, with respect to each registration or pending application of each item of its Intellectual Property for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all reasonable steps, including, without limitation, in the USPTO, the USCO and any other governmental authority located in the United States, to pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application now or hereafter included in the Collateral owned by such Grantor that are not Excluded Assets.
(ii) Other than to the extent not prohibited herein or in the Credit Agreement, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operations, or except as would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any Intellectual Property owned by such Grantor, excluding Excluded Assets, may lapse, be terminated, become invalid or unenforceable or placed in the public domain (or in the case of a trade secret, become publicly known).
(iii) Other than as excluded or as not prohibited herein or in the Credit Agreement, or with respect to Patents, Copyrights or Trademarks which are no longer used by or useful to Grantors in the applicable Grantor’s business operations, or except where failure to do so would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, each Grantor shall take all reasonable steps to preserve and protect each item of Intellectual Property owned by such Grantor, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks owned by such Grantor, consistent with the quality of the products and services as of the Closing Date, and taking reasonable steps necessary to ensure that all licensed users of any of the Tradema...
Intellectual Property Covenants. If, before the Obligations are paid in full, Debtor obtains any new Intellectual Property or rights thereto or becomes entitled to the benefit of any Intellectual Property, Debtor shall give to Secured Party prompt written notice thereof, and shall execute and deliver, in form and substance satisfactory to Secured Party, a Copyright Security Agreement, Patent Security Agreement, or Trademark Security Agreement, as applicable, describing any such new Intellectual Property. Debtor shall (a) prosecute diligently any copyright, patent, or trademark application at any time pending which is necessary for the conduct of Debtor's business, (b) make application on all new copyrights, patents, and trademarks as reasonably deemed appropriate by Debtor, (c) preserve and maintain all rights in the Intellectual Property that is necessary for the conduct of Debtor's business, and (d) upon and after the occurrence and during the continuance of an Event of Default, use its reasonable efforts to obtain any consents, waivers, or agreements necessary to enable Secured Party to exercise its remedies with respect to the Intellectual Property. Debtor shall not, without the prior written consent of Secured Party, abandon any pending copyright, patent, or trademark application, or Copyright, Patent, Trademark, or any other Intellectual Property which is necessary for the conduct of Debtor's business.
Intellectual Property Covenants. Borrower shall concurrently herewith deliver to Agent the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement and all other documents, instruments and other items as may be necessary for Agent to file such agreements with the United States Copyright Office, United States Patent and Trademark Office and any similar domestic or foreign office, department or agency. If, before the Secured Obligations are paid in full, Borrower obtains any new Intellectual Property or rights thereto or becomes entitled to the benefit of any Intellectual Property not listed on the respective schedules to such security agreements, Borrower shall give to Agent prompt written notice thereof, and shall amend the respective security agreement to include any such new Intellectual Property. Borrower shall: (a) prosecute diligently any copyright, patent, trademark or license application at any time pending; (b) make application on all new copyrights, patents and trademarks as reasonably deemed appropriate by Borrower; (c) preserve and maintain all rights in the Intellectual Property including, without limitation, the prosecution of infringement actions with respect to the Intellectual Property; and (d) use its best efforts to obtain any consents, waivers or agreements necessary to enable Agent to exercise its remedies with respect to the Intellectual Property. Borrower shall not abandon any right to file a copyright, patent or trademark application nor shall Borrower abandon any pending copyright, patent or trademark application, or Copyright, Copyright License, Patent, Patent License, Trademark or Trademark License without the prior written consent of Agent; provided, however, that Borrower shall not be obligated to preserve any application or Intellectual Property to the extent Borrower determines, in its reasonable business judgment, that the preservation of such application or Intellectual Property is no longer material to the conduct of its business.
Intellectual Property Covenants. Agent shall not do any act that would or might invalidate or dilute Principal’s registration of, or title to, the Intellectual Property. Agent shall not attempt to vary or cancel any registration of the Intellectual Property, shall not hold itself out as or represent it is the owner of the Intellectual Property, or assist any other person in any of the foregoing. Agent shall not alter in any way the Intellectual Property used in connection with the goods and shall not combine Intellectual Property with any intellectual property of Agent in a manner that could create joint rights in the Intellectual property.
Intellectual Property Covenants. (a) Each Grantor agrees that it will do or cause to be done all things necessary to preserve, renew, and keep in full force and effect the legal existence of all Intellectual Property, which, in the reasonable judgment of the Company, is material to the conduct of the business of the Company and its Subsidiaries taken as a whole.
(b) Each Grantor agrees that, should it obtain an ownership or other interest in any Article 9 Collateral consisting of Intellectual Property after the Closing Date or if an Excluded Asset or any OCS-Funded Know-How ceases to be an Excluded Asset or OCS-Funded Know-How, as applicable, after the Closing Date (collectively, “After-Acquired Intellectual Property”), (i) the provisions of this Agreement shall automatically apply thereto, and (ii) any such After-Acquired Intellectual Property shall automatically become part of the Collateral consisting of Intellectual Property subject to the terms and conditions of this Agreement with respect thereto. Each Grantor shall (i) within the time frames set forth in Section 5.03(b) of the Credit Agreement, provide the Administrative Agent with an updated Schedule III, and (ii) promptly thereafter, execute and deliver to the Administrative Agent an appropriate IP Security Agreement supplement to evidence the Administrative Agent’s security interest in any United States registered, issued, or applied for After-Acquired Intellectual Property. In each case, each Grantor will promptly cooperate as reasonably necessary to enable the Administrative Agent to make any necessary or advisable recordations with the United States Patent and Trademark Office and the United States Copyright Office, as applicable.
(c) With respect to each item of its registered or applied for Intellectual Property which, in the reasonable judgment of the Company is material to the conduct of the business of the Company and its Subsidiaries taken as a whole, each Grantor agrees to take all commercially reasonable steps (i) to maintain the validity and enforceability of any such Intellectual Property and to maintain such Intellectual Property in full force and effect and (ii) to pursue the registration and maintenance of each such registration or application, now or hereafter included in the Intellectual Property of such Grantor, including the payment of required fees and taxes, the filing of responses to office actions issued by the United States Patent and Trademark Office, the United States Copyright Office or other governme...
Intellectual Property Covenants. 34 9.14 Notification ................................................... 35 9.15 Nonsolicitation ................................................ 35 9.16
Intellectual Property Covenants. Debtor shall not abandon any trademark application or any other Intellectual Property which is necessary for the conduct of Debtor's business without the prior written consent of Secured Party.
Intellectual Property Covenants. To the extent that Sellers transfer any Intellectual Property or Technology to Purchaser that does not relate to the Companies and Subsidiaries or the Acquired Business or is necessary to the conduct of the business of Sellers or its Affiliates (other than the Companies and Subsidiaries) as conducted up to and through the Closing Date, after written notice by Sellers to Purchaser, Purchaser agrees to transfer that Intellectual Property or Technology (excluding for all purposes any BLDC Technology) back to Sellers and/or its Affiliates or, if that Intellectual Property or Technology is used by the Companies and Subsidiaries or in the operation of the Acquired Business, to xxxxx Xxxxxxx and/or its Affiliates a license (on terms and conditions acceptable to Purchaser) to use that Intellectual Property or Technology to the extent that Purchaser has the right to make such grant. Conversely, to the extent that Sellers fail to transfer any Intellectual Property or Technology to Purchaser that relates to the Companies and Subsidiaries or the Acquired Business or was developed for or is necessary to the conduct of Acquired Business as conducted up to and through the Closing Date, after written notice by Purchaser to Sellers, Sellers agree to transfer that Intellectual Property or Technology to Purchaser.
Intellectual Property Covenants. The Grantor shall:
(a) consistent with commercially reasonable practices, not perform or omit to perform any act whereby any patent rights necessary for the License Agreement may become dedicated, invalidated or unenforceable;
(b) consistent with commercially reasonable practices, prosecute diligently any necessary patent, trademark or copyright application which is pending with respect to the License Agreement as of the date of this Agreement or hereafter and otherwise maintain all rights in and to the patents necessary under the License Agreement, including making all necessary filings and recordings and paying all required fees and taxes to record and maintain its registration and ownership of each such patent described in the License Agreement;
(c) not impair any of the Lender's rights of action described herein.
Intellectual Property Covenants. If it obtains any new Intellectual Property or rights thereto or becomes entitled to the benefit of any Intellectual Property, it shall give to the Agent prompt written notice thereof, and shall execute and deliver, in form and substance satisfactory to the Agent, a Copyright Security Agreement, Patent Security Agreement or Trademark Security Agreement, as applicable, describing any such new Intellectual Property. It shall:
(a) prosecute diligently any copyright, patent, trademark or license application at any time pending which is necessary for the conduct of its business; (b) make application on all new copyrights, patents and trademarks as it may reasonably deem appropriate; (c) preserve and maintain all rights in the Intellectual Property that is necessary for the conduct of its business; and (d) use commercially reasonable efforts to obtain any consents, waivers or agreements necessary to enable the Agent to exercise its remedies with respect to the Intellectual Property. It shall not abandon any pending copyright, patent or trademark application, or Copyright, Patent, Trademark or any other Intellectual Property which is necessary for the conduct of its business without the prior written consent of the Agent. It shall not amend or otherwise modify any Trademark License, Copyright License or Patent License except to the extent that such amendment or modification would not have a material adverse effect on the value of the Collateral or the ability of the Agent to exercise any of its remedies.
