Common use of Certain Additional Actions Regarding Intellectual Property Clause in Contracts

Certain Additional Actions Regarding Intellectual Property. If any Event of Default shall have occurred and be continuing, upon the written demand of the Collateral Agent, each Pledgor shall execute and deliver to the Collateral Agent an assignment or assignments of such Pledgor’s rights in the Intellectual Property Collateral, in recordable form with respect to those items of the Intellectual Property Collateral consisting of registered Patents, Trademarks and/or Copyrights (or applications therefor) and such other documents as are necessary or appropriate to carry out the intent and purposes hereof. Within five Business Days of written notice thereafter from the Collateral Agent, each Pledgor shall make available to the Collateral Agent, to the extent within such Pledgor’s power and authority, such personnel in such Pledgor’s employ on the date of the Event of Default as the Collateral Agent may reasonably designate to permit such Pledgor to continue, directly or indirectly, to produce, advertise and sell the products and services sold by such Pledgor under the registered Patents, Trademarks and/or Copyrights of such Pledgor, and such persons shall be available to perform their prior functions on the Collateral Agent’s behalf.

Appears in 6 contracts

Samples: Security Agreement (Novelis South America Holdings LLC), Security Agreement (Novelis Inc.), Security Agreement (Novelis Inc.)

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Certain Additional Actions Regarding Intellectual Property. If any Event of Default shall have occurred and be continuing, upon the written demand of the Collateral Administrative Agent, each Pledgor shall execute and deliver to the Collateral Administrative Agent an assignment or assignments of such Pledgor’s rights in the Intellectual Property Collateral, in recordable form with respect to those items of the Intellectual Property Collateral consisting of registered Patents, Trademarks and/or Copyrights (or applications therefor) and Goodwill and such other documents as are necessary or appropriate to carry out the intent and purposes hereof; provided that such assignments shall cease to be valid and shall become void at such time as all Events of Default have been cured or waived in accordance with the Credit Agreement. Within five (5) Business Days of written notice thereafter from the Collateral Administrative Agent, each Pledgor shall make available to the Collateral Administrative Agent, to the extent within such Pledgor’s power and authority, such personnel in such Pledgor’s employ on the date of the Event of Default as the Collateral Administrative Agent may reasonably designate to permit such Pledgor to continue, directly or indirectly, to produce, advertise and sell the products and services sold by such Pledgor under the registered Patents, Trademarks and/or Copyrights of such PledgorCopyrights, and such persons shall be available to perform their prior functions on the Collateral Administrative Agent’s behalf.

Appears in 4 contracts

Samples: First Lien Security Agreement (Carrols Restaurant Group, Inc.), Security Agreement (Fiesta Restaurant Group, Inc.), Security Agreement (Salem Communications Corp /De/)

Certain Additional Actions Regarding Intellectual Property. If any Event of Default shall have occurred and be continuing, upon the written demand of the Collateral Administrative Agent, each Pledgor shall shall, at the Administrative Agent’s request, execute and deliver to the Collateral Administrative Agent an assignment or assignments of such Pledgor’s rights in the Intellectual Property Collateral, in recordable form with respect to those items of the Intellectual Property Collateral consisting of registered Patents, Trademarks and/or Copyrights (or applications therefor) and Goodwill and such other documents as are necessary or reasonably appropriate to carry out the intent and purposes hereof. Within five (5) Business Days of written notice thereafter from the Collateral Administrative Agent, each Pledgor shall make available to the Collateral Administrative Agent, to the extent within such Pledgor’s power and authority, such personnel in such Pledgor’s employ on the date of the Event of Default as the Collateral Administrative Agent may reasonably designate for a reasonable period to permit enable such Pledgor to continue, directly or indirectly, to produce, advertise and sell the products and services sold by such Pledgor under the registered Patents, Trademarks and/or Copyrights of such PledgorCopyrights, and such persons shall be available to perform their prior functions on the Collateral Administrative Agent’s behalf.

Appears in 4 contracts

Samples: Credit Agreement (ESH Hospitality, Inc.), Security Agreement (ESH Hospitality, Inc.), Credit Agreement (ESH Hospitality, Inc.)

Certain Additional Actions Regarding Intellectual Property. If Subject to Section 11.15 hereof, if any Event of Default shall have occurred and be continuing, upon the written demand of the Collateral Agent, each Pledgor shall execute and deliver to the Collateral Agent an assignment or assignments of such Pledgor’s rights in the Intellectual Property Collateral, in recordable form with respect to those items of the Intellectual Property Collateral consisting of registered Patents, Trademarks and/or Copyrights (or applications therefor) and such other documents documents, in each case to the extent not Excluded Assets, as are necessary or appropriate to carry out the intent and purposes hereof. Within five (5) Business Days of written notice thereafter from the Collateral Agent, each Pledgor shall make available to the Collateral Agent, to the extent within such Pledgor’s power and authority, such personnel in such Pledgor’s employ on the date of the Event of Default as the Collateral Agent may reasonably designate to permit such Pledgor to continue, directly or indirectly, to produce, advertise and sell the products and services sold by such Pledgor under the registered Patents, Trademarks and/or Copyrights of such PledgorIntellectual Property Collateral, and such persons shall be available to perform their prior functions on the Collateral Agent’s behalf.

Appears in 2 contracts

Samples: Security Agreement (Brocade Communications Systems Inc), Security Agreement (Brocade Communications Systems Inc)

Certain Additional Actions Regarding Intellectual Property. If any Event of Default shall have occurred and be continuing, upon the written demand of the Collateral Agent, each Pledgor shall execute and deliver to the Collateral Agent an assignment or assignments of such Pledgor’s rights in the Intellectual Property Collateral, in recordable form with respect to those items of the Intellectual Property Collateral consisting of registered Patents, Trademarks and/or Copyrights (or applications therefor) and such other documents as are necessary or appropriate to carry out the intent and purposes hereof. Within five Business Days of written notice thereafter from the Collateral Agent, each Pledgor shall make available to the Collateral Agent, to the extent within such Pledgor’s power and authority, such personnel in such Pledgor’s employ on the date of the Event of Default as the Collateral Agent may reasonably designate to permit such Pledgor to continue, directly or indirectly, to produce, advertise and sell the products and services sold by such Pledgor under the registered Patents, Trademarks and/or Copyrights of such Pledgor, and such persons Persons shall be available to perform their prior functions on the Collateral Agent’s behalf.

Appears in 2 contracts

Samples: Security Agreement (Novelis Inc.), Security Agreement (Novelis Inc.)

Certain Additional Actions Regarding Intellectual Property. If any Event of Default shall have occurred and be continuing, upon the written demand of the Collateral Agent, each Pledgor shall execute and deliver to the Collateral Agent an assignment or assignments of such Pledgor’s rights in the Intellectual Property Collateral, in recordable form with respect to those items of the Intellectual Property Collateral consisting of registered Patents, Trademarks and/or Copyrights (or applications therefor) and Goodwill and such other documents as are necessary or appropriate to carry out the intent and purposes hereof; provided that such assignments shall cease to be valid and shall become void at such time as all Events of Default have been cured or waived in accordance with the Indenture. Within five 30 Business Days of written notice thereafter from the Collateral Agent, each Pledgor shall make available to the Collateral Agent, to the extent within such Pledgor’s power and authority, such personnel in such Pledgor’s employ on the date of the Event of Default as the Collateral Agent may reasonably designate to permit such Pledgor to continue, directly or indirectly, to produce, advertise and sell the products and services sold by such Pledgor under the registered Patents, Trademarks and/or Copyrights of such PledgorCopyrights, and such persons shall be available to perform their prior functions on the Collateral Agent’s behalf.

Appears in 2 contracts

Samples: Second Lien Security Agreement (Carrols Restaurant Group, Inc.), Second Lien Security Agreement (Carrols Restaurant Group, Inc.)

Certain Additional Actions Regarding Intellectual Property. If any Event of Default shall have occurred and be continuing, upon the written demand of the Collateral AgentAgent as directed by the required Holders of the Notes pursuant to the Indenture, each Pledgor shall execute and deliver to the Collateral Agent an assignment or assignments of such Pledgor’s rights in the Intellectual Property Collateral, in recordable form with respect to those items of the Intellectual Property Collateral consisting of registered Patents, Trademarks and/or Copyrights (or applications therefor) and Goodwill and such other documents as are necessary or appropriate to carry out the intent and purposes hereof. Within five (5) Business Days of written notice thereafter from the Collateral Agent, each Pledgor shall make available to the Collateral Agent, to the extent within such Pledgor’s power and authority, such personnel in such Pledgor’s employ on the date of the Event of Default as the Collateral Agent may reasonably designate designate, as directed by the required Holders of the Notes pursuant to the Indenture, to permit such Pledgor to continue, directly or indirectly, to produce, advertise and sell the products and services sold by such Pledgor under the registered Patents, Trademarks and/or Copyrights of such PledgorCopyrights, and such persons shall be available to perform their prior functions on the Collateral Agent’s behalf.

Appears in 1 contract

Samples: Security Agreement (EchoStar CORP)

Certain Additional Actions Regarding Intellectual Property. If any Event of Default shall have occurred and be continuing, upon the written demand of the Collateral AgentAgent (acting at the direction of the holders of a majority in principal amount of the outstanding Secured Obligations), each Pledgor shall execute and deliver to the Collateral Agent an assignment or assignments of such Pledgor’s rights in the Intellectual Property Collateral, in recordable form with respect to those items of the Intellectual Property Collateral consisting of registered Patents, Trademarks and/or Copyrights (or applications therefor) and Goodwill and such other documents as are necessary or appropriate to carry out the intent and purposes hereof; provided that such assignments shall cease to be valid and shall become void at such time as all Events of Default have been cured or waived in accordance with the Indenture. Within five 30 Business Days of written notice thereafter from the Collateral AgentAgent (acting at the direction of the holders of a majority in principal amount of the outstanding Secured Obligations), each Pledgor shall make available to the Collateral Agent, to the extent within such Pledgor’s power and authority, such personnel in such Pledgor’s employ on the date of the Event of Default as the Collateral Agent may reasonably designate shall be necessary to permit such Pledgor to continue, directly or indirectly, to produce, advertise and sell the products and services sold by such Pledgor under the registered Patents, Trademarks and/or Copyrights of such PledgorCopyrights, and such persons shall be available to perform their prior functions on the Collateral Agent’s behalf.

Appears in 1 contract

Samples: Security Agreement (Carrols Restaurant Group, Inc.)

Certain Additional Actions Regarding Intellectual Property. If any Event of Default shall have occurred and be continuing, upon the written demand of the Collateral Agent, subject to the Intercreditor Agreement, each Pledgor shall execute and deliver to the Collateral Agent an assignment or assignments of such Pledgor’s rights in the Intellectual Property Collateral, in recordable form with respect to those items of the Intellectual Property Collateral consisting of registered Patents, Trademarks and/or Copyrights (or applications therefor) and Goodwill and such other documents as are necessary or appropriate to carry out the intent and purposes hereof. Within five (5) Business Days of written notice thereafter from the Collateral Agent, subject to the Intercreditor Agreement, each Pledgor shall make available to the Collateral Agent, to the extent within such Pledgor’s power and authority, such personnel in such Pledgor’s employ on the date of the Event of Default as the Collateral Agent may reasonably designate to permit such Pledgor to continue, directly or indirectly, to produce, advertise and sell the products and services sold by such Pledgor under the registered Patents, Trademarks and/or Copyrights of such PledgorCopyrights, and such persons shall be available to perform their prior functions on the Collateral Agent’s behalf.

Appears in 1 contract

Samples: Security Agreement (AGY Holding Corp.)

Certain Additional Actions Regarding Intellectual Property. If any Event of Default shall have occurred and be continuing, upon the written demand of the Collateral Agent, each Pledgor shall execute and deliver to the Collateral Agent an assignment or assignments of such Pledgor’s rights in the Intellectual Property Collateral, in recordable form with respect to those items of the Intellectual Property Collateral consisting of registered Patents, Trademarks and/or Copyrights (or applications therefor) and Goodwill and such other documents as are necessary or appropriate to carry out the intent and purposes hereof; provided that such assignments shall cease to be valid and shall become void at such time as all Events of Default have been cured or waived in accordance with the Indenture. Within five (5) Business Days of written notice thereafter from the Collateral Agent, each Pledgor shall make available to the Collateral Agent, to the extent within such Pledgor’s power and authority, such personnel in such Pledgor’s employ on the date of the Event of Default as the Collateral Agent may reasonably designate to permit such Pledgor to continue, directly or indirectly, to produce, advertise and sell the products and services sold by such Pledgor under the registered Patents, Trademarks and/or Copyrights of such PledgorCopyrights, and such persons shall be available to perform their prior functions on the Collateral Agent’s behalf.

Appears in 1 contract

Samples: Security Agreement (Salem Communications Corp /De/)

Certain Additional Actions Regarding Intellectual Property. If any Event of Default shall have occurred and be continuing, upon the written demand of the Collateral First Lien Administrative Agent, each Pledgor shall execute and deliver to the Collateral First Lien Administrative Agent an assignment or assignments of such Pledgor’s rights in the Intellectual Property Collateral, in recordable form with respect to those items of the Intellectual Property Collateral consisting of registered Patents, Trademarks and/or Copyrights (or applications therefor) and Goodwill and such other documents as are necessary or appropriate to carry out the intent and purposes hereof. Within five (5) Business Days of written notice thereafter from the Collateral First Lien Administrative Agent, each Pledgor shall use commercially reasonable efforts to make available to the Collateral First Lien Administrative Agent, to the extent within such Pledgor’s power and authority, such personnel in such Pledgor’s employ on the date of the Event of Default as the Collateral First Lien Administrative Agent may reasonably designate request to permit such Pledgor to continue, directly or indirectly, to produce, advertise and sell the products and services sold by such Pledgor under the registered Patents, Trademarks and/or Copyrights of such PledgorCopyrights, and each Pledgor shall use commercially reasonable efforts to make such persons shall be available to perform their prior functions on the Collateral First Lien Administrative Agent’s behalf.

Appears in 1 contract

Samples: Junior Lien Intercreditor Agreement (American Renal Associates Holdings, Inc.)

Certain Additional Actions Regarding Intellectual Property. If any Event of Default shall have occurred and be continuing, upon the written demand of the Collateral Administrative Agent, each Pledgor shall execute and deliver to the Collateral Administrative Agent an assignment or assignments of such Pledgor’s rights in the Intellectual Property Collateral, in recordable form with respect to those items of the Intellectual Property Collateral consisting of registered Patents, Trademarks and/or Copyrights (or applications therefor) and Goodwill and such other documents as are necessary or appropriate to carry out the intent and purposes hereof. In furtherance of such assignment, each Pledgor shall use its commercially reasonable efforts to obtain all requisite consents or approvals by the licensor of each Intellectual Property License to effect the assignment of all such Pledgor's right, title and interest thereunder to the Colletaral Agent, or its designee. Within five 5 Business Days of written notice thereafter from the Collateral Administrative Agent, each Pledgor shall make available to the Collateral Administrative Agent, to the extent within such Pledgor’s 's power and authority, such personnel in such Pledgor’s 's employ on the date of the Event of Default as the Collateral Administrative Agent may reasonably designate to permit such Pledgor to continue, directly or indirectly, to produce, advertise and sell the products and services sold by such Pledgor under the registered Patents, Trademarks and/or Copyrights of such PledgorCopyrights, and such persons shall be available to perform their prior functions on the Collateral Administrative Agent’s 's behalf.

Appears in 1 contract

Samples: Security Agreement (Itron Inc /Wa/)

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Certain Additional Actions Regarding Intellectual Property. If any Event of Default shall have occurred and be continuing, (a) upon the written demand of the Collateral Agent, each Pledgor shall execute and deliver to the Collateral Agent an assignment or assignments of such Pledgor’s rights in the Intellectual Property Collateral, in recordable form with respect to those items of the Intellectual Property Collateral consisting of issued or registered and pending Patents, Trademarks and/or Copyrights (or applications therefor) and associated Goodwill owned by such Pledgor and such other documents as are necessary or appropriate to carry out the intent and purposes hereof. Within hereof and (b) within five (5) Business Days of written notice thereafter from the Collateral Agent, each Pledgor shall make available to the Collateral Agent, to the extent within such Pledgor’s power and authority, such personnel in such Pledgor’s employ on the date of the Event of Default as the Collateral Agent may reasonably designate to permit such Pledgor to continue, directly or indirectly, to produce, advertise and sell the products and services sold by such Pledgor under the issued or registered and pending Patents, Trademarks and/or Copyrights of such PledgorCopyrights, and such persons shall be available to perform their prior functions on the Collateral Agent’s behalf.

Appears in 1 contract

Samples: Security Agreement (NPC Operating Co B, Inc.)

Certain Additional Actions Regarding Intellectual Property. If any Event of Default shall have occurred and be continuing, subject to the terms of the Intercreditor Agreement, upon the written demand of the Second Lien Collateral Agent, each Pledgor shall execute and deliver to the Second Lien Collateral Agent an assignment or assignments of such Pledgor’s rights in the Intellectual Property Collateral, in recordable form with respect to those items of the Intellectual Property Collateral consisting of registered Patents, Trademarks and/or Copyrights (or applications therefor) and Goodwill and such other documents as are necessary or appropriate to carry out the intent and purposes hereof. Within five (5) Business Days of written notice thereafter from the Second Lien Collateral Agent, subject to the terms of the Intercreditor Agreement, each Pledgor shall make available to the Second Lien Collateral Agent, to the extent within such Pledgor’s power and authority, such personnel in such Pledgor’s employ on the date of the Event of Default as the Second Lien Collateral Agent may reasonably designate to permit such Pledgor to continue, directly or indirectly, to produce, advertise and sell the products and services sold by such Pledgor under the registered Patents, Trademarks and/or Copyrights of such PledgorCopyrights, and such persons Persons shall be available to perform their prior functions on the Second Lien Collateral Agent’s behalf.

Appears in 1 contract

Samples: Second Lien Security Agreement (Dynacast Inc.)

Certain Additional Actions Regarding Intellectual Property. If any Event of Default shall have occurred and be continuing, upon the written demand of the Collateral Agent, each Pledgor shall execute and deliver to the Collateral Agent an assignment or assignments of such Pledgor’s rights in the Intellectual Property Collateral, in recordable form with respect to those items of the owned Intellectual Property Collateral consisting of registered Patents, Trademarks and/or Copyrights (or applications therefor) and such other documents as are necessary or appropriate to carry out the intent and purposes hereofhereof to the extent such assignment does not result in any loss of rights therein under applicable law. Within five (5) Business Days (or such later date as the Collateral Agent may reasonably agree) of written notice thereafter from the Collateral Agent, each Pledgor shall make available to the Collateral Agent, to the extent within such Pledgor’s power and authority, such personnel in such Pledgor’s employ on the date of the Event of Default as the Collateral Agent may reasonably designate to permit such Pledgor to continue, directly or indirectly, to produce, advertise and sell the products and services sold by such Pledgor under the registered Patents, Trademarks and/or Copyrights of such PledgorIntellectual Property Collateral, and such persons Persons shall be available to perform their prior functions on the Collateral Agent’s behalf.

Appears in 1 contract

Samples: Security Agreement (Xperi Holding Corp)

Certain Additional Actions Regarding Intellectual Property. If any Event of Default shall have occurred and be continuing, but subject to Section 9.7(a) hereof, upon the written demand of the Collateral Agent, each Pledgor shall execute and deliver to the Collateral Agent an assignment or assignments of such Pledgor’s rights in the Intellectual Property Collateral, in recordable form with respect to those items of the Intellectual Property Collateral consisting of registered Patents, Trademarks and/or Copyrights (or applications therefor) and Goodwill owned by such Pledgor and such other documents as are necessary or appropriate to carry out the intent and purposes hereof. Within five (5) Business Days of written notice thereafter from the Collateral Agent, each Pledgor shall make available to the Collateral Agent, to the extent within such Pledgor’s power and authority, such personnel in such Pledgor’s employ on the date of the Event of Default as the Collateral Agent may reasonably designate to permit such Pledgor to continue, directly or indirectly, to produce, advertise and sell the products and services sold by such Pledgor under the registered Patents, Trademarks and/or Copyrights of owned by such Pledgor, and such persons shall be available to perform their prior functions on the Collateral Agent’s behalf.

Appears in 1 contract

Samples: Security Agreement (Barrington Quincy LLC)

Certain Additional Actions Regarding Intellectual Property. If any Event of Default shall have occurred and be continuing, upon the written demand of the Collateral Agent, each Pledgor shall execute and deliver to the Collateral Agent an assignment or assignments of such Pledgor’s rights in the Intellectual Property Collateral, in recordable form with respect to those items of the Intellectual Property Collateral consisting of registered Patents, Trademarks and/or Copyrights (or applications therefor) and Goodwill and such other documents as are necessary or appropriate to carry out the intent and purposes hereof; provided that such assignments shall be reassigned to the applicable Pledgor within five (5) Business Days of such time as the Collateral Agent has received written notice from the applicable Peldgor that all Events of Default have been cured or waived in accordance with the Credit Agreement. Within five (5) Business Days of written notice thereafter from the Collateral Agent, each Pledgor shall make available to the Collateral Agent, to the extent within such Pledgor’s power and authority, such personnel in such Pledgor’s employ on the date of the Event of Default as the Collateral Agent may reasonably designate to permit such Pledgor to continue, directly or indirectly, to produce, advertise and sell the products and services sold by such Pledgor under the registered Patents, Trademarks and/or Copyrights of such PledgorCopyrights, and such persons shall be available to perform their prior functions on the Collateral Agent’s behalf.

Appears in 1 contract

Samples: Security Agreement (Schulman a Inc)

Certain Additional Actions Regarding Intellectual Property. If Subject to the terms of the Intercreditor Agreement, if any Event of Default shall have occurred and be continuing, upon the written demand of the Collateral Agent, each Pledgor shall execute and deliver to the Collateral Agent an assignment or assignments of such Pledgor’s rights in the Intellectual Property Collateral, in recordable form with respect to those items of the Intellectual Property Collateral consisting of registered Patents, Trademarks and/or Copyrights (or applications therefor) and Goodwill and such other documents as are necessary or appropriate to carry out the intent and purposes hereof. Within Subject to the terms of the Intercreditor Agreement, within five (5) Business Days of written notice thereafter from the Collateral Agent, each Pledgor shall make available to the Collateral Agent, to the extent within such Pledgor’s 's power and authority, such personnel in such Pledgor’s 's employ on the date of the Event of Default as the Collateral Agent may reasonably designate to permit such Pledgor to continue, directly or indirectly, to produce, advertise and sell the products and services sold by such Pledgor under the registered Patents, Trademarks and/or Copyrights of such Pledgor, and such persons shall be available to perform their prior functions on the Collateral Agent’s behalf.Copyrights. ARTICLE X PROCEEDS OF CASUALTY EVENTS AND COLLATERAL DISPOSITIONS; APPLICATION OF PROCEEDS

Appears in 1 contract

Samples: Pledge and Security Agreement (PGT, Inc.)

Certain Additional Actions Regarding Intellectual Property. If any Event of Default shall have occurred and be continuing, upon the written demand of the Collateral Agent, each Pledgor shall execute and deliver to the Collateral Agent an assignment or assignments of such Pledgor’s rights in the Intellectual Property Collateral, in recordable form with respect to those items of the Intellectual Property Pledged Collateral consisting of the registered Patents, Trademarks and/or Copyrights (or applications therefor) and Goodwill and such other documents as are necessary or appropriate to carry out the intent and purposes hereof. Within five (5) Business Days of written notice thereafter from the Collateral Agent, each Pledgor shall make available to the Collateral Agent, to the extent within such Pledgor’s power and authority, such personnel in such Pledgor’s employ on the date of the Event of Default as the Collateral Agent may reasonably designate to permit such Pledgor to continue, directly or indirectly, to produce, advertise and sell the products and services sold by such Pledgor under the registered Patents, Trademarks and/or Copyrights of such PledgorCopyrights, and such persons shall be available to perform their prior functions on the Collateral Agent’s behalf.

Appears in 1 contract

Samples: Security Agreement (Sciele Pharma, Inc.)

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