After-Acquired Intellectual Property. On or before the 45th day following the end of each fiscal quarter of the US Borrower, notice of all After-Acquired Intellectual Property (as defined in the Security Agreement) of any Grantor under the Security Agreement registered or applied for during the preceding quarterly period. Documents required to be delivered pursuant to Section 6.16(b), (c) or (p) (to the extent any such documents are included in materials otherwise filed with the U.S. Securities and Exchange Commission) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which the US Borrower posts such documents, or provides a link thereto, on the US Borrower’s website on the Internet at the website address listed on Schedule 11.02; or (ii) on which such documents are posted on the US Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), provided that (A) the US Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the US Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (B) the US Borrower shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent, by electronic mail, electronic versions (i.e., “soft copies”) of such documents. Notwithstanding anything contained herein, in every instance the US Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 6.16(b) or (c), as applicable, to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above and, in any event, shall have no responsibility to monitor compliance by the US Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Borrower hereby acknowledges that (a) the Administrative Agent will make available to the Lenders and the L/C Issuer all Borrower Materials by posting the such materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certai...
After-Acquired Intellectual Property. If the Borrower obtains rights to any new Intellectual Property, the provisions of this Security Agreement shall automatically apply thereto. With respect to any new applications for Intellectual Property, the issuance of any new registration for Intellectual Property, and renewals or extensions of any of the foregoing, the Borrower shall give the Bank prompt written notice thereof in writing.
After-Acquired Intellectual Property. In the event that any Grantor, either itself or through any agent, employee, licensee or designee, files an application for or acquires any Recordable Intellectual Property following the date hereof, then the provisions of this Agreement shall automatically apply thereto and any such Intellectual Property (other than any Excluded Collateral) shall automatically constitute part of the Collateral and shall be subject to the Collateral Agent’s security interest, without further action by any party, and such Grantor shall within 60 days of the end of each fiscal quarter execute and deliver any and all agreements, instruments, documents and papers as necessary to evidence and perfect the Collateral Agent’s security interest in such Recordable Intellectual Property provided that such agreements, instruments, documents and papers (the “Writings”) are consistent with the terms of and conditions of this Agreement and the Annexes K – M, as applicable, and each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such Writings, solely upon the occurrence and during the continuance of an Event of Default and solely for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable until this Agreement is terminated.
After-Acquired Intellectual Property. Each Grantor agrees that, should it obtain an ownership interest in any item of the type set forth in Section 2(a)(vii) that is not on the date hereof a part of the Intellectual Property Collateral (the "After-Acquired Intellectual Property"), (i) the provisions of Section 2 shall automatically apply thereto, (ii) any such After-Acquired Intellectual Property and, in the case of trademarks, the goodwill of the business associated therewith or symbolized thereby, shall automatically become part of the Intellectual Property Collateral subject to the terms and conditions of this Agreement with respect thereto and (iii) with respect to any such Intellectual Property Collateral that is registered in the U.S. Patent and Trademark Office or the U.S. Copyright Office, such Grantor shall (A) give to the Trustee written notice thereof on a quarterly basis, (B) execute and deliver to the Trustee, or otherwise authenticate, an IP Security Agreement Supplement covering such After-Acquired Intellectual Property as "Additional Collateral" thereunder and as defined therein and (C) record such IP Security Agreement Supplement with the U.S. Patent and Trademark Office or the U.S. Copyright Office.
After-Acquired Intellectual Property. In the event that the Grantor, either itself or through any agent, mandatary, employee, licensee or designee, files an application for or acquires any Recordable Intellectual Property following the date hereof, then the provisions of this Deed shall automatically apply thereto and any such Intellectual Property Right shall automatically constitute part of the Hypothecated Property and shall be subject to the Hypothec created hereunder, without further action by any party, and the Grantor shall within 60 days of the end of each fiscal quarter execute and deliver any and all agreements, instruments, documents and papers as necessary to evidence the Attorney’s hypothec in such Recordable Intellectual Property provided that such agreements, instruments, documents and papers (the “Writings”) are consistent with the terms of and conditions of this Deed and the Grantor hereby appoints the Attorney as its mandatary to execute and file such Writings, solely upon the occurrence and during the continuance of an Event of Default and solely for the foregoing purposes, all acts of such mandatary being hereby ratified and confirmed.
After-Acquired Intellectual Property. If Grantor shall (a) obtain any ownership rights to any new invention (whether or not patentable), know-how, trade secret, design, process, procedure, formula, diagnostic test, service mark, trademark, trademark registration, trade name, copyright xx license, or (b) become entitled to the benefit of any patent, service mark or trademark application, trademark, trademark registratxxx, license renewal, copyright renewal or extension, or patent for any reissue, division, continuation, renewal extension, or continuation-in-part of any patent or any improvement on any patent, excluding as to (a) and (b) any right, interest or benefit received by Grantor which by the terms of any agreement exclusively conferring such right, interest or benefit prohibits the granting by Grantor of a security interest therein, the provisions of this Agreement shall automatically apply thereto and any item enumerated in clause (a) or (b) of this sentence shall automatically constitute Collateral and shall be subject to the assignment, lien and security interest created hereby without further action by any party. Grantor promptly shall (i) give to the Trustee written notice of its acquisition of or entitlement to any of the rights subject to federal registration set forth in clauses (a) or (b) of the immediately preceding sentence and (ii) confirm the attachment of the lien and security interest created hereby to any of such rights by execution of an appropriate instrument delivered to the Trustee and/or to make such recordings and filings as may be necessary or appropriate or as the Trustee may reasonably request to evidence, confirm, perfect and/or maintain the perfection of such security interest, including without limitation, an amendment to Exhibits C, D, E and F (as applicable) to include any such rights and appropriate filings with the applicable federal office.
After-Acquired Intellectual Property. If any Grantor ------------------------------------ shall (i) obtain any rights to any new invention (whether or not patentable), know-how, trade secret, design, process, procedure, formula, diagnostic test, service xxxx, trademark, trademark registration, trade name, copyright or license or (ii) become entitled to the benefit of any patent, service xxxx or trademark application, trademark, trademark registration, license renewal, copyright renewal or extension, or patent for any reissue, division, continuation, renewal extension, or continuation-in-part of any patent or any improvement on any patent, the provisions of this Agreement shall automatically apply thereto and any item enumerated in clause (i) or (ii) of this sentence shall automatically constitute Collateral and shall be subject to the assignment, lien and security interest created hereby without further action by any party. Each Grantor promptly shall (x) give to the Trustee written notice of its acquisition of or entitlement to any of the rights set forth in clauses (i) and (ii) of the immediately preceding sentence and (y) confirm the attachment of the lien and security interest created hereby to any of such rights by execution of an appropriate instrument delivered to the Trustee, including an amendment to Exhibits A, B and/or C annexed hereto to include any ---------------------- such rights.
After-Acquired Intellectual Property. If any Grantor shall, at any time before the Obligations have been paid in full (other than contingent indemnification obligations which, pursuant to the provisions of the Credit Agreement or the Security Documents, survive the termination thereof), (a) obtain any rights to any additional Intellectual Property or (b) become entitled to the benefit of any additional Intellectual Property or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property, or any improvement on any Intellectual Property, the provisions hereof shall automatically apply thereto and any such item enumerated in clause (a) or (b) of this Section 4.6 with respect to such Grantor shall automatically constitute Intellectual Property if such would have constituted Intellectual Property at the time of execution hereof and be subject to the Lien and security interest created by this Agreement without further action by any party. Each Grantor shall promptly (i) provide to the Administrative Agent written notice of any of the foregoing and (ii) upon the written request of the Administrative Agent, confirm the attachment of the Lien and security interest created by this Agreement to any rights described in clauses (a) and (b) of the immediately preceding sentence of this Section 4.6 by execution of an instrument in form reasonably acceptable to the Administrative Agent and the filing of any instruments or statements as shall be reasonably necessary to preserve, protect or perfect the Administrative Agent’s security interest in such Intellectual Property. Further, each Grantor authorizes the Administrative Agent to modify this Agreement by amending Schedule 10A and Schedule 10B annexed to the Perfection Certificate to include any Intellectual Property acquired or arising after the date hereof of such Grantor.
After-Acquired Intellectual Property. If any Loan Party shall, at any time after the Closing Date, obtain any ownership or other rights in and to any additional Intellectual Property that would otherwise constitute Collateral hereunder (other than Excluded Property), then the provisions of this Agreement shall automatically apply thereto and any such Intellectual Property shall automatically constitute Collateral and shall be subject to the lien and security interest created by this Agreement, without further action by any party.
After-Acquired Intellectual Property. Each Grantor agrees that, should it obtain an ownership interest in any item of the type set forth in Section 2(a)(vii) that is not on the date hereof a part of the Intellectual Property Collateral (the “After-Acquired Intellectual Property”), (i) the provisions of Section 2 shall automatically apply thereto, (ii) any such After-Acquired Intellectual Property and, in the case of trademarks, the goodwill of the business associated therewith or symbolized thereby, shall automatically become part of the Intellectual Property Collateral subject to the terms and conditions of this Agreement with respect thereto and (iii) such Grantor shall (A) give to the Collateral Agent written notice thereof (including, without limitation, notice of the acquisition of any license of intellectual property necessary or useful to operate any material portion of its business that is not specific to a particular project and that is not on the date hereof a part of the Intellectual Property Collateral) on a quarterly basis, together with a supplement to Schedule III hereto evidencing such After-Acquired Intellectual Property, (B) with respect to After-Acquired Intellectual Property registered in the United States and, upon request by Collateral Agent, with respect to any other After-Acquired Intellectual Property, execute and deliver to the Collateral Agent, or otherwise authenticate, an IP Security Agreement Supplement covering such After-Acquired Intellectual Property as “Additional Collateral” thereunder and as defined therein and (C) with respect to After-Acquired Intellectual Property registered in the United States, record such IP Security Agreement Supplement with the U.S. Patent and Trademark Office or the U.S. Copyright Office.
