Amendment to Allege Use or similar filing with respect thereto, by the United States Patent and Trademark Office, only to the extent, if any, that, and solely during the period if any, in which, the grant of a security interest therein may impair the validity or enforceability of such intent-to-use (or similar) Trademark application under applicable federal Law,
Amendment to Allege Use is filed in the U.S. Patent and Trademark Office with respect thereto, at which point the Collateral shall include, and the security interest granted hereunder shall attach to, such application.
Amendment to Allege Use pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, provided that any such trademark application shall automatically be included in the Collateral upon the filing of acceptable evidence of use of such trademark, (iv) the voting stock of any Foreign Subsidiary in excess of 65% of the outstanding voting stock of such Foreign Subsidiary, (v) any assets other than Trucks the perfection of which would require notation of a lien on a certificate of title, (vi) any Real Estate owned or leased by an Obligor (other than that constituting As-Extracted Collateral and Real Estate with a net book value in excess of $700,000) and (vii) any Equity Interests which would require separate financial statements for a Subsidiary of US Concrete to be filed with the United States Securities and Exchange Commission (or any successor federal agency) pursuant to Rule 3-16 of Regulation S-X (or any successor law or regulation), as in effect from time to time; provided, however, “Excluded Property” shall (a) not include any proceeds, substitutions or replacements of Excluded Property (unless such proceeds, substitutions or replacements would constitute Excluded Property) and (b) with respect to the exclusions set forth in clause (i) above, not be construed to limit, impair or otherwise affect the Agent’s continuing security interests in any Obligor’s rights to or interests of any Obligor in (x) monies due or to become due under any such contract, license, agreement, instrument or other document (to the extent not prohibited by such contract, license, agreement, instrument or other document and applicable law), or (y) any proceeds from the sale, license, lease or other disposition of any such contract, license, agreement, instrument or other document. Excluded Swap Obligation: with respect to an Obligor, each Swap Obligation as to which, and only to the extent that, such Obligor's guaranty of or grant of a Lien as security for such Swap Obligation is or becomes illegal under the Commodity Exchange Act because the Obligor does not constitute an “eligible contract participant” as defined in the Commodity Exchange Act (determined after giving effect to any keepwell, support or other agreement for the benefit of such Obligor and all guarantees of Swap Obligations by other Obligors) when such guaranty or grant of Lien becomes effective with respect to the Swap Obligation. If a Hedging Agreement governs more than one Swap Obligation, only the Swap Obligation(s) or portions
Examples of Amendment to Allege Use in a sentence
Notwithstanding the foregoing, in no event shall the Xxxx Collateral include (x) any application for registration of a Xxxx filed with the United States Patent and Trademark Office (“PTO”) on an intent-to-use basis until such time (if any) as a Statement of Use or Amendment to Allege Use is filed and accepted by the PTO, at which time such Xxxx shall automatically become subject to the security interest pledged or (y) any other Excluded Collateral.
Licensee shall assign all of its rights, title and interest in U.S. Trademark Application Serial No. 74/212,746 promptly after Licensee files an Amendment to Allege Use, and such mark xxxll thereafter be considered part of the trademark licensed herein.
Notwithstanding the foregoing, the Parties agree that Licensee shall not own or be responsible for the intent-to-use trademark applications under serial numbers 90232096, 90232106, and 90279251, and any other intent-to-use applications as the Parties may mutually agree, until Licensor files the Amendment to Allege Use or the Allegation of Use for such applications.
Notwithstanding the foregoing, no grant of any Lien or security interest shall be deemed granted hereunder on or in any “intent to use” Trademark application for which a Statement of Use or Amendment to Allege Use, as applicable, has not been filed and accepted with the U.S. Patent and Trademark Office.
ANIKA shall assign each Trademark Application to GALDERMA as soon as is permitted under applicable trademark law, but in any event as promptly as practicable after filing a Statement of Use or an Amendment to Allege Use for such Trademark Application; [*************************************************** *******************************************].
More Definitions of Amendment to Allege Use
Amendment to Allege Use has been filed and accepted in the United States Patent and Trademark Office, whereupon such application shall be automatically subject to the security interest granted herein and deemed to be included in the Collateral, and (b) all goodwill associated therewith or symbolized thereby and (c) all other assets, rights and interests that uniquely reflect or embody such goodwill.
Amendment to Allege Use has been filed) or Copyright filed by any Borrower with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in each case entered into or filed in the prior Fiscal Quarter;
Amendment to Allege Use is filed, has been deemed in conformance with 15 U.S.C. §1051(a) or examined and accepted, respectively, by the United States Patent and Trademark Office at which point such Trademarks shall automatically be included as Collateral;
Amendment to Allege Use is filed in the PTO with respect thereto, at which point Collateral shall include, and the security interest granted hereunder shall be attached to, such application; (e) other assets to the extent the burden or cost of obtaining or perfecting a security interest therein is excessive in relation to the benefit of the security afforded thereby, as determined by the Trustee in its reasonable discretion; (f) motor vehicles or other assets subject to a certificate of title; and (g) Capital Stock in an Unrestricted Subsidiary (any such property referred to in clauses (a) to (g) above, collectively, the “Excluded Assets”).
Amendment to Allege Use or similar filing with respect thereto, (d) any asset, but only to the extent and for so long as the granting of a security interest therein or an assignment thereof would (to the extent not obtained) require the Consent of any Governmental Body or violate any Applicable Law or Consent (but only to the extent any such prohibition on the granting of security interests is not rendered ineffective by, or is not otherwise unenforceable under, the Uniform Commercial Code or Applicable Law), other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the Uniform Commercial Code or other similar Applicable Law notwithstanding such prohibition, (e) any contract, instrument, document, lease, license or other agreement to which an Obligor or any of its property is subject with any Person, and any rights or interest thereunder, if, to the extent and for so long as the grant of a Lien thereon constitutes a breach of or a default under, or creates a right of termination in favor of, or (to the extent not obtained) requires the consent of, any party (other than such Obligor) to, such contract, instrument, document, lease, license or other agreement (but only to the extent any such prohibition on the granting of liens is not rendered ineffective by, or is otherwise unenforceable under, the Uniform Commercial Code or Applicable Law), (f) any Excluded Account, (g) any asset that is subject to a Permitted Lien securing a Capital Lease or purchase money obligation permitted to be incurred pursuant to this Agreement if the underlying contract prohibits the creation of a Lien on such asset, (h) any assets as to which the Collateral Agent and the Issuer mutually determine that the costs, burden or consequence (including any adverse tax consequence) of obtaining a security interest in the same are excessive in relation to the benefit to the Secured Parties of the security intended to be afforded thereby, and (i) any moveable asset not located in the United States; provided, however, “U.S. Excluded Assets” shall not include any proceeds, products, substitutions or replacements of “U.S. Excluded Assets” (unless such proceeds, products, substitutions or replacements would otherwise constitute U.S. Excluded Assets)
Amendment to Allege Use filing, (i) any assets sold pursuant to a Qualified Receivables Factoring or Qualified Receivables Financing or other factoring or receivables arrangement permitted hereunder, (j) any assets of (including Equity Interests held by) (A) any Controlled Non-U.S. Subsidiary or any direct or indirect Subsidiary of a Controlled Non-U.S. Subsidiary, (B) any FSHCO, (C) any not-for-profit Subsidiary, (D) any captive insurance Subsidiary or (E) any special purpose securitization vehicle (or similar entity), including any Receivables Subsidiary, (k) Margin Stock, (l) cash to secure letter of credit reimbursement obligations to the extent such letters of credit are permitted by this Agreement, (m) Excluded Accounts, and (n) Voting Stock in excess of 65% of the Voting Stock of any Controlled Non-U.S. Subsidiary or of any FSHCO; provided, however, that the Equity Interests of the Borrower shall not be, and shall not be permitted or deemed to be, Excluded Property. Other assets shall be deemed to be “Excluded Property” if the Administrative Agent and the Borrower agree in writing that the cost or other consequences of obtaining or perfecting a security interest in such assets is excessive in relation to either the value of such assets as Collateral or to the benefit of the Lenders of the security afforded thereby. Notwithstanding anything herein or the Collateral Documents to the contrary, Excluded Property shall not include any Proceeds (as defined in the UCC), substitutions or replacements of any Excluded Property (unless such Proceeds, substitutions or replacements would otherwise constitute Excluded Property referred to above).
Amendment to Allege Use or similar notice and/or filing with respect thereto, to the extent, if any, that, and solely during the period if any, in which, the grant of a security interest therein would impair the validity or enforceability, or result in the voiding, of such intent-to-use Trademark application or any registration issuing therefrom under applicable Requirements of Law;