Intellectual Property Remedies. (a) For the purpose of enabling the Agent to exercise the rights and remedies under this Article 5 at any time when an Event of Default exists and at such time as the Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Agent a power of attorney to sign any document which may be required by the United States Patent and Trademark Office, the United States Copyright Office, domain name registrar or similar registrar in order to effect an absolute assignment of all right, title and interest in each registered Patent, Trademark, Domain Name and Copyright and each application for any such registration, and record the same. At any time when an Event of Default exists, the Agent may (i) declare the entire right, title and interest of such Grantor in and to each item of Intellectual Property Collateral to be vested in the Agent for the benefit of the Secured Parties, in which event such right, title and interest shall immediately vest in the Agent for the benefit of the Secured Parties, and the Agent shall be entitled to exercise the power of attorney referred to in this Section 5.03 to execute, cause to be acknowledged and notarized and record such absolute assignment with the applicable agency or registrar; (ii) sell any Grantor’s Inventory directly to any Person, including without limitation Persons who have previously purchased any Grantor’s Inventory from such Grantor and in connection with any such sale or other enforcement of the Agent’s rights under this Security Agreement and subject to any restrictions contained in applicable third party licenses entered into by such Grantor, sell Inventory which bears any Trademark owned by or licensed to any Grantor and any Inventory that is covered by any Intellectual Property Collateral owned by or licensed to any Grantor, and the Agent may finish any work in process and affix any relevant Trademark owned by or licensed to such Grantor and sell such Inventory as provided herein; (iii) direct such Grantor to refrain, in which event such Grantor shall refrain, from using any Intellectual Property Collateral in any manner whatsoever, directly or indirectly; and (iv) assign or sell any Patent, Trademark, Copyright, Domain Name, and/or Trade Secret, as well as the goodwill of such Grantor’s business symbolized by any such Trademark and the right to carry on the business and use the assets of such Grantor in connection with which any such Trademark or Domain Name has been...
Intellectual Property Remedies. Nothing in this Agreement waives or limits extra-contractual rights or remedies available to the Vendor to protect its rights in the Software, including those available under copyright law of Germany and the Eu- ropean Union, the United States of America, international treaties, or national copyright and intellectual property laws of the countries in which the Customer may use the Software.
Intellectual Property Remedies. In the event of a Claim under Section 12.1(a)(iii) above, and in addition to all other obligations of Orbitz in this Section 12, Orbitz will either (a) provide AA with reasonable assurances acceptable to AA that AA will continue to have the right to use the affected products or services or (b) Orbitz will, at its expense, either (i) procure for AA the right to continue use of such infringing products or services, or any component thereof; or (ii) replace or modify the same with non-infringing products or services satisfactory to AA, provided that Orbitz will provide AA with a comparable temporary replacement product or reimburse AA for the reasonable costs incurred by AA in obtaining an alternative product in the event AA cannot use the affected product. If Orbitz cannot accomplish any of the foregoing within a reasonable time and at commercially reasonable rates, then Orbitz will accept the return of the infringing component of the products or services, along with any other components of any products rendered unusable by AA as a result of the infringing component, and refund the price paid to Orbitz for such components.
Intellectual Property Remedies. In the event of a Claim under Section 12.1(a)(iii) above, and in addition to all other obligations of Orbitz in this Section 12, Orbitz will either (a) provide Airline with reasonable assurances acceptable to Airline that Airline will continue to have the right to use the affected products or services or (b) Orbitz will, at its expense, either (i) procure for Airline the right to continue use of such infringing products or services, or any component thereof; or (ii) replace or modify the same with non-infringing products or services satisfactory to Airline, provided that Orbitz will provide Airline with a comparable temporary replacement product or reimburse Airline for the reasonable costs incurred by Airline in obtaining an alternative product in the event Airline cannot use the affected product. If Orbitz cannot accomplish any of the foregoing within a reasonable time and at commercially reasonable rates, then Orbitz will accept the return of the infringing component of the products or services, along with any other components of any products rendered unusable by Airline as a result of the infringing component, and refund the price paid to Orbitz for such components.
Intellectual Property Remedies. If an Acceleration Event shall occur and be continuing, the Administrative Agent may, by written notice to the relevant Grantor, take any or all of the following actions: (i) declare the entire right, title and interest of such Grantor in and to the Intellectual Property, vested in the Administrative Agent for the benefit of the Secured Creditors, in which event such rights, title and interest shall immediately vest, in the Administrative Agent for the benefit of the Secured Creditors, and the Administrative Agent shall be entitled to exercise the power of attorney referred to in Section 11.01 to execute, cause to be acknowledged and notarized and record said absolute assignment with the applicable agency or registrar; (ii) take and use or sell the Intellectual Property; (iii) take and use or sell the goodwill of such Grantor’s business symbolized by the Trademarks and the right to carry on the business and use the assets of such Grantor in connection with which the Trademarks or Domain Names have been used; and (iv) direct such Grantor to refrain, in which event such Grantor shall refrain, from using the Intellectual Property in any manner whatsoever, directly or indirectly, and such Grantor shall execute such further documents that the Administrative Agent may reasonably request to further confirm this and to transfer ownership of the Intellectual Property and registrations and any pending applications in the Copyright Office, the PTO, equivalent office in a state of the United States or a foreign jurisdiction or applicable Domain Name registrar to the Administrative Agent.
Intellectual Property Remedies. In addition to all other rights and remedies, Administrative Agent, following the occurrence and during the continuation of an Event of Default, shall have the following rights and remedies with respect to intellectual property, each of which 82956925 may be exercised without notice to, or consent by, any Grantor except as expressly provided for herein:
(a) Administrative Agent may require that Grantor immediately discontinue any existing use of intellectual property and that Grantor not make further use of intellectual property for any purpose whatsoever;
(b) Upon ten (10) calendar days’ prior notice to Grantor, Administrative Agent may grant one or more exclusive or non-exclusive license or licenses relating to any of intellectual property for such term or terms, on such conditions, and in such manner, as Administrative Agent shall in its sole discretion deem appropriate. Such license or licenses may be general, special or otherwise, and may be granted on an exclusive or non-exclusive basis throughout the United States of America, its territories and possessions, and throughout all foreign countries;
(c) Upon ten (10) calendar days’ prior notice to any Grantor, Administrative Agent may assign, sell or otherwise dispose of intellectual property Property or any part thereof, either with or without special conditions or stipulations. Administrative Agent shall have the power to purchase intellectual property or any part thereof, and Administrative Agent shall also have the power to execute all assurances and to perform all other acts which Administrative Agent may, in its sole discretion, deem appropriate or proper to complete such assignment, sale or disposition;
(d) Administrative Agent may first apply the proceeds actually received from any such license, assignment, sale or other disposition of intellectual property to the reasonable costs and expenses thereof, including, without limitation, reasonable attorneys’ fees and all legal, travel and other expenses which may be incurred by Administrative Agent. Thereafter, Administrative Agent may apply any remaining proceeds to such of the Obligations as Administrative Agent may in its sole discretion determine. Each Grantor shall remain liable to Administrative Agent for any expenses or the Obligations remaining unpaid after the application of such proceeds, and Grantors will pay Administrative Agent on demand any such unpaid amount; and
(e) If any such license, assignment, sale or other disposition of intell...
Intellectual Property Remedies. Nothing in this agreement waives or limits extra-contractual rights or remedies available to MeetingSphere to protect its rights in the Soft- xxxx, including those available under copyright law of the United States of America, the European Union, international treaties, or na- tional copyright and intellectual property laws of the countries in which the Customer may use the Software.
Intellectual Property Remedies. (a) For the purpose of enabling the Administrative Agent to exercise the rights and remedies under this Article 5 at any time when an Event of Default has occurred and is continuing, and at such time as the Administrative Agent is lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Administrative Agent a power of attorney to sign any document which may be required by the United States Patent and Trademark Office, the United States Copyright Office, the Canadian Intellectual Property Office, domain name registrar or similar registrar in order to effect an absolute assignment of all right, title and interest in each registered Patent, Trademark, Design, Domain Name and Copyright and each application for any such registration, and record the same. At any time when an Event of Default has occurred and is continuing, the Administrative Agent may (i) declare the entire right, title and interest of such Grantor in and to each item of Intellectual Property Collateral to be vested in the Administrative Agent for the benefit of the Secured Parties, in which event such right, title and interest shall immediately vest in the Administrative Agent for the benefit of the Secured Parties, and the Administrative Agent shall be entitled to exercise the power of attorney referred to in this Section 5.03 to execute, cause to be acknowledged and notarized and record such absolute assignment with the applicable agency or registrar;
Intellectual Property Remedies. (i) In the event of a Third Party Claim that is subject to indemnification under Section 10(a)(iii) (relating to infringement), and in addition to Supplier’s obligations in this Section 10, Supplier shall, at its expense, either (a) procure for American the right to continue use of the affected products or services, or any component thereof; (b) replace the affected products or services with functionally equivalent (including the look and feel) non-infringing products or services; or (c) modify the affected products or services to be non-infringing and functionally equivalent (including the look and feel). If Supplier cannot accomplish any of the foregoing within a reasonable time after using commercially reasonable efforts, then in addition to Supplier’s obligations in this Section 10, (i) either party may terminate this Agreement upon written notice to the other specifying the effective date of termination and (ii) Supplier shall refund to American any unused monies pre-paid by American for the products or services under the applicable exhibit.
(ii) In the event of a Third Party Claim that is subject to indemnification under Section 10(b)(iii) (relating to infringement), and in addition to American’s obligations in this Section 10, American shall, at its expense, either (a) procure for Supplier the right to continue use of the affected products or services, or any component thereof; (b) replace the affected products or services with functionally equivalent non-infringing products or services; or (c) modify the affected products or services to be non-infringing and functionally equivalent. If American cannot accomplish any of the foregoing within a reasonable time after using commercially reasonable efforts, then in addition to American obligations in this Section 10, either Party may terminate this Agreement upon written notice to the other specifying the effective date of termination.
Intellectual Property Remedies. In addition to any other remedies under this Section 8, in the event that the Product is enjoined or a court of competent jurisdiction otherwise determines that the Product infringes, misappropriates, or violates a third party’s intellectual property, Company shall at its own expense and discretion (a) procure the right to continue using such third-party intellectual property in a manner consistent with this Agreement; or (b) modify the Product so that it no longer infringes, misappropriates, or violates such third-party intellectual property; or (c) remove the Products and refund the aggregate payments paid therefor by Distributor, less a reasonable sum for use and damage, if any. Subject to Section 8.3, “Procedure,” Company may control the defense of any action alleging infringement of any third-party patents or trademarks by Products. Distributor shall ensure that its written agreements with any sub-distributors permit Company to control such a defense.
