Common use of ASSIGNOR'S DUTIES, ETC Clause in Contracts

ASSIGNOR'S DUTIES, ETC. Each Assignor shall have the right and the duty, through trademark counsel acceptable to Lender, to prosecute diligently any trademark registration applications of the Trademarks pending as of the date of this Agreement or thereafter, to preserve and maintain all rights in the Trademarks and Trademark Registrations, including the filing of appropriate renewal applications and other instruments to maintain in effect the Trademark Registrations and the payment when due of all registration renewal fees and other fees, taxes and other expenses that shall be incurred or that shall accrue with respect to any of the Trademarks or Trademark Registrations, in each case, to the extent the Assignor continues to use, in a material manner, or continues to have an intent to use, in a material manner, such xxxx in its reasonable business judgment. Any expenses incurred in connection with such applications and actions shall be borne by the Assignors. Notwithstanding the foregoing, nothing herein shall impose on Assignors any obligation to respond to any non-final office actions that are issued by the USPTO or any other governmental authority refusing any application to register any of the Trademarks or to appeal from any adverse ruling concerning the validity, enforceability or registrability of any Trademark. Further, nothing herein is intended to or shall require Assignor to file any documents to maintain any Trademark Registrations if such Trademark Registrations are not in use and if Assignors have no basis in law or fact to file such documents.

ASSIGNOR'S DUTIES, ETC. Each Assignor shall have the right and the duty, through trademark counsel acceptable subject to Lenderthe last sentence of §7.1, to prosecute diligently any trademark registration applications of the Trademarks pending as of the date of this Trademark Agreement or thereafter, to preserve and maintain all rights in the Trademarks and Trademark Registrations, including the filing of appropriate renewal applications and other instruments to maintain in effect the Trademarks and Trademark Registrations and the payment when due of all registration renewal fees and other fees, taxes and other expenses that shall be incurred or that shall accrue with respect to any of the Trademarks or Trademark Registrations, ; provided that no Assignor shall have the duty to take any action with respect to any Trademark which has a minimal value or is otherwise no longer useful in each case, to the extent business of the Assignor continues to use, in a material manner, or continues to have an intent to use, in a material manner, such xxxx in Issuer and its reasonable business judgmentSubsidiaries. Any expenses incurred in connection with such applications and actions shall be borne jointly and severally by the Assignors. Notwithstanding the foregoingNo Assignor shall abandon any filed trademark registration application, nothing herein shall impose on Assignors any obligation to respond to any non-final office actions that are issued by the USPTO or any Trademark Registration or Trademark (other governmental authority refusing than any application to register any Trademark which has a minimal value or is otherwise no longer useful in the business of the Trademarks or to appeal from any adverse ruling concerning Issuer and its Subsidiaries), without the validityconsent of the Collateral Agent, enforceability or registrability of any Trademark. Further, nothing herein is intended to or which consent shall require Assignor to file any documents to maintain any Trademark Registrations if such Trademark Registrations are not in use and if Assignors have no basis in law or fact to file such documentsbe unreasonably withheld.

ASSIGNOR'S DUTIES, ETC. Each The Assignor shall have the right and the duty, through trademark counsel acceptable to Lenderthe Agent, to prosecute diligently any trademark registration applications of the Trademarks pending as of the date of this Trademark Agreement or thereafter, to preserve and maintain all rights in the Trademarks and Trademark Registrations, including the filing of appropriate renewal applications and other instruments to maintain in effect the Trademark Registrations and the payment when due of all registration renewal fees and other fees, taxes and other expenses that shall be incurred or that shall accrue with respect to any of the Trademarks or Trademark Registrations, in each case, to the extent the Assignor continues to use, in a material manner, or continues to have an intent to use, in a material manner, such xxxx in its reasonable business judgment. Any expenses incurred in connection with such applications and actions shall be borne by the AssignorsAssignor. The Assignor shall not abandon any filed trademark registration application, or any Trademark Registration or Trademark, without the consent of the Agent, which consent shall not be unreasonably withheld. Notwithstanding anything to the foregoingcontrary contained in this ss.7.2, so long as no Event of Default has occurred and is continuing, nothing herein in this ss.7.2 shall impose require the Assignor to prosecute any trademark registration applications, preserve and maintain all rights in the Trademarks and Trademark Registrations and not abandon any trademark registration application, Trademark Registration or Trademark if the taking of such action is not in the Assignor's reasonable judgment desirable in the conduct of its business and the failure to take such action does not have a materially adverse effect on Assignors any obligation to respond to any non-final office actions that are issued by the USPTO business, assets or any other governmental authority refusing any application to register any financial condition of the Trademarks Assignor or to appeal from any adverse ruling concerning the validity, enforceability or registrability of any Trademark. Further, nothing herein is intended to or shall require Assignor to file any documents to maintain any Trademark Registrations if such Trademark Registrations are not in use and if Assignors have no basis in law or fact to file such documentsits Subsidiaries.

ASSIGNOR'S DUTIES, ETC. Each The Assignor shall have the right and the duty, through trademark counsel reasonably acceptable to Lenderthe Agent, to prosecute diligently any trademark registration applications of the Trademarks pending as of the date of this Trademark Agreement or thereafter, to preserve and maintain all rights in the Trademarks and Trademark Registrations, including the filing of appropriate renewal applications and other instruments to maintain in effect the Trademark Registrations and the payment when due of all registration renewal fees and other fees, taxes and other expenses that shall be incurred or that shall accrue with respect to any of the Trademarks or Trademark Registrations, in each case, to the extent the Assignor continues to use, in a material manner, or continues to have an intent to use, in a material manner, such xxxx in its reasonable business judgment. Any expenses incurred in connection with such applications and actions shall be borne by the AssignorsAssignor. The Assignor shall not abandon any filed trademark registration application, or any Trademark Registration or Trademark, without the consent of the Agent, which consent shall not be unreasonably withheld. Notwithstanding anything to the foregoingcontrary contained in this §7.2, so long as no Event of Default has occurred and is continuing, nothing herein in this §7.2 shall impose on Assignors require the Assignor to prosecute any obligation to respond to any non-final office actions that are issued by the USPTO or any other governmental authority refusing any application to register any of trademark registration applications, preserve and maintain all rights in the Trademarks or to appeal from any adverse ruling concerning the validity, enforceability or registrability of any Trademark. Further, nothing herein is intended to or shall require Assignor to file any documents to maintain any and Trademark Registrations and not abandon any trademark registration application, Trademark Registration or Trademark if the taking of such Trademark Registrations are action is not in use the Assignor's reasonable judgment desirable in the conduct of its business and if Assignors the failure to take such action does not have no basis in law or fact to file such documentsa Material Adverse Effect.