Common use of Protection and Registration of Intellectual Property Rights Clause in Contracts

Protection and Registration of Intellectual Property Rights. Each Issuer shall (and shall cause each of its Subsidiaries to): (a) protect, defend and maintain the validity and enforceability of its intellectual property; (b) promptly advise Note Agent in writing of material infringements of its intellectual property; and (c) not allow any intellectual property material to any Issuer’s or its Subsidiaries’ business to be abandoned, forfeited or dedicated to the public without Note Agent’s prior written consent. If any Issuer (i) obtains any patent, registered trademark or servicemark, registered copyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any patent or the registration of any trademark or servicemark, then the Issuers shall promptly provide written notice thereof to Note Agent and shall execute such intellectual property security agreements and other documents and take such other actions as Note Agent shall request in its good faith business judgment to perfect and maintain a perfected security interest (subject in priority only to Permitted Liens which are SVB Liens, Grace Bay Liens, permitted purchase money Liens or non-consensual Liens that arise by operation of law) in favor of Note Agent (for the benefit of itself and the Purchasers) in such property. If any Issuer decides to register any copyrights or mask works in the United States Copyright Office, the Issuers shall: (x) provide Note Agent with at least fifteen (15) days prior written notice of such Issuer’s intent to register such copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) execute an intellectual property security agreement and such other documents and take such other actions as Note Agent may request in its good faith business judgment to perfect and maintain a perfected security interest (subject in priority only to Permitted Liens which are SVB Liens, Grace Bay Liens, permitted purchase money Liens or non-consensual Liens that arise by operation of law) in favor of Note Agent (for the benefit of itself and the Purchasers) in the copyrights or mask works intended to be registered with the United States Copyright Office; and (z) record such intellectual property security agreement with the United States Copyright Office contemporaneously with filing the copyright or mask work application(s) with the United States Copyright Office. Each Issuer shall promptly provide to Note Agent copies of all applications that it files for patents or for the registration of trademarks, servicemarks, copyrights or mask works, together with evidence of the recording of the intellectual property security agreement necessary for Note Agent to perfect and maintain a perfected security interest (subject in priority only to Permitted Liens which are SVB Liens, Grace Bay Liens, permitted purchase money Liens or non-consensual Liens that arise by operation of law) in such property.

Protection and Registration of Intellectual Property Rights. Each Issuer shall Borrower owns or otherwise holds the right to use all intellectual property rights, including, without limitation, all patents, copyrights, trademarks, Domain Rights (as defined below), trade secrets and shall cause each computer software, necessary for the conduct of its Subsidiaries to): business as currently conducted. Borrower shall: (a) protect, defend and maintain the validity and enforceability of its intellectual property, other than intellectual property that is not material to Borrower’s business and that Borrower has affirmatively determined not to maintain or to abandon; (b) promptly advise Note Agent PFG in writing of material infringements of its intellectual property; and (c) not allow any intellectual property material to any IssuerBorrower’s or its Subsidiaries’ business to be abandoned, forfeited or dedicated to the public without Note AgentPFG’s prior written consent. If any Issuer If, before the Obligations have been paid and/or performed in full, Borrower shall (i) obtains adopt, use, acquire or apply for registration of any patenttrademark, registered trademark service xxxx or servicemarktrade name, registered copyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies apply for registration of any patent or the registration of obtain any trademark patent or servicemark, then the Issuers shall promptly provide written notice thereof to Note Agent and shall execute such intellectual property security agreements and other documents and take such other actions as Note Agent shall request in its good faith business judgment to perfect and maintain a perfected security interest (subject in priority only to Permitted Liens which are SVB Liens, Grace Bay Liens, permitted purchase money Liens or non-consensual Liens that arise by operation of law) in favor of Note Agent (for the benefit of itself and the Purchasers) in such property. If any Issuer decides to register any copyrights or mask works in the United States Copyright Office, the Issuers shall: (x) provide Note Agent with at least fifteen (15) days prior written notice of such Issuer’s intent to register such copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto)patent application; (yiii) execute an intellectual property security agreement and such other documents and take such other actions as Note Agent may request in its good faith create or acquire any published or material unpublished works of authorship material to the business judgment to perfect and maintain a perfected security interest (subject in priority only to Permitted Liens which are SVB Liens, Grace Bay Liens, permitted purchase money Liens that is or non-consensual Liens that arise by operation of law) in favor of Note Agent (for the benefit of itself and the Purchasers) in the copyrights or mask works intended is to be registered with the United States Copyright Office; and (z) record such intellectual property security agreement with the United States U.S. Copyright Office contemporaneously or any non-U.S. equivalent or other Governmental Body; or (iv) register or acquire any domain name or domain name rights, then the provisions of Section 2.1 shall automatically apply thereto, and Borrower shall use all commercially reasonable efforts to give PFG advance written notice thereof and in any event shall thereafter give PFG prompt written notice thereof (which for purposes hereof shall be deemed to be not more than three (3) Business Days). Borrower shall further provide PFG with filing all information and details relating to the copyright or mask work application(s) with the United States Copyright Office. Each Issuer shall promptly provide foregoing and take such further actions as PFG may reasonably request from time to Note Agent copies of all applications that it files for patents or for the registration of trademarks, servicemarks, copyrights or mask works, together with evidence of the recording of the intellectual property security agreement necessary for Note Agent time to enable PFG to perfect and maintain a perfected security or continue the perfection of PFG's interest (subject in priority only to Permitted Liens which are SVB Liens, Grace Bay Liens, permitted purchase money Liens or non-consensual Liens that arise by operation of law) in such propertyCollateral.

Protection and Registration of Intellectual Property Rights. Each Issuer shall Borrower owns or otherwise hold the right to use all intellectual property rights, including, without limitation, all patents, copyrights, trademarks, Domain Rights (as defined below), trade secrets and shall cause each computer software, necessary for the conduct of its Subsidiaries to): business as currently conducted. Borrower shall: (a) protect, defend and maintain the validity and enforceability of its intellectual property, other than intellectual property that is not material to Borrower’s business and that Borrower has determined not to maintain or to abandon; (b) promptly advise Note Agent PFG in writing of material infringements of its intellectual propertyproperty of which it has Knowledge; and (c) not allow any intellectual property material to any IssuerBorrower’s or its Subsidiaries’ business to be abandoned, forfeited or dedicated to the public without Note AgentPFG’s prior written consent. If any Issuer If, before the Obligations have been paid and/or performed in full, Borrower shall (i) obtains adopt, use, acquire or apply for registration of any patenttrademark, registered trademark service mxxx or servicemarktrade name, registered copyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies apply for registration of any patent or the registration of obtain any trademark patent or servicemark, then the Issuers shall promptly provide written notice thereof to Note Agent and shall execute such intellectual property security agreements and other documents and take such other actions as Note Agent shall request in its good faith business judgment to perfect and maintain a perfected security interest (subject in priority only to Permitted Liens which are SVB Liens, Grace Bay Liens, permitted purchase money Liens or non-consensual Liens that arise by operation of law) in favor of Note Agent (for the benefit of itself and the Purchasers) in such property. If any Issuer decides to register any copyrights or mask works in the United States Copyright Office, the Issuers shall: (x) provide Note Agent with at least fifteen (15) days prior written notice of such Issuer’s intent to register such copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto)patent application; (yiii) execute an intellectual property security agreement and such other documents and take such other actions as Note Agent may request in its good faith create or acquire any published or material unpublished works of authorship material to the business judgment to perfect and maintain a perfected security interest (subject in priority only to Permitted Liens which are SVB Liens, Grace Bay Liens, permitted purchase money Liens that is or non-consensual Liens that arise by operation of law) in favor of Note Agent (for the benefit of itself and the Purchasers) in the copyrights or mask works intended is to be registered with the United States Copyright Office; and (z) record such intellectual property security agreement with the United States U.S. Copyright Office contemporaneously or any non-U.S. equivalent; or (iv) register or acquire any domain name or domain name rights, then the provisions of Section 2.1 shall automatically apply thereto, and Borrower shall use all commercially reasonable efforts to give PFG advance written notice thereof and in any event shall thereafter give PFG prompt written notice thereof (which for purposes hereof shall be deemed to be not more than five (5) Business Days). Borrower shall further provide PFG with filing all information and details relating to the copyright or mask work application(s) with the United States Copyright Office. Each Issuer shall promptly provide foregoing and take such further actions as PFG may reasonably request from time to Note Agent copies of all applications that it files for patents or for the registration of trademarks, servicemarks, copyrights or mask works, together with evidence of the recording of the intellectual property security agreement necessary for Note Agent time to enable PFG to perfect and maintain a perfected security or continue the perfection of PFG's interest (subject in priority only to Permitted Liens which are SVB Liens, Grace Bay Liens, permitted purchase money Liens or non-consensual Liens that arise by operation of law) in such propertyCollateral.

Protection and Registration of Intellectual Property Rights. Each Issuer shall Obligor owns or otherwise holds the right to use all intellectual property rights, including, without limitation, all patents, copyrights, trademarks, Domain Rights (as defined below), trade secrets and shall cause each computer software, necessary for the conduct of its Subsidiaries to): business as currently conducted. No Obligor has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any intellectual property of any Obligor, or of any outstanding decree, order or judgment that has rendered any intellectual property owned by any Obligor invalid or unenforceable. Each Obligor shall: (a) protect, defend and maintain the validity and enforceability of its intellectual property, other than intellectual property that is not material to its business and that such Obligor has affirmatively determined not to maintain or to abandon; (b) promptly advise Note Agent PFG in writing of material infringements of its intellectual property; and (c) not allow any intellectual property material to any Issuer’s or its Subsidiaries’ business to be abandoned, forfeited or dedicated to the public without Note AgentPFG’s prior written consent. If If, before the Obligations have been paid and/or performed in full, any Issuer Obligor shall (i) obtains adopt, use, acquire or apply for registration of any patenttrademark, registered trademark service mxxx or servicemarktrade name, registered copyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies apply for registration of any patent or the registration of obtain any trademark patent or servicemark, then the Issuers shall promptly provide written notice thereof to Note Agent and shall execute such intellectual property security agreements and other documents and take such other actions as Note Agent shall request in its good faith business judgment to perfect and maintain a perfected security interest (subject in priority only to Permitted Liens which are SVB Liens, Grace Bay Liens, permitted purchase money Liens or non-consensual Liens that arise by operation of law) in favor of Note Agent (for the benefit of itself and the Purchasers) in such property. If any Issuer decides to register any copyrights or mask works in the United States Copyright Office, the Issuers shall: (x) provide Note Agent with at least fifteen (15) days prior written notice of such Issuer’s intent to register such copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto)patent application; (yiii) execute an intellectual property security agreement and such other documents and take such other actions as Note Agent may request in its good faith create or acquire any published or material unpublished works of authorship material to the business judgment to perfect and maintain a perfected security interest (subject in priority only to Permitted Liens which are SVB Liens, Grace Bay Liens, permitted purchase money Liens that is or non-consensual Liens that arise by operation of law) in favor of Note Agent (for the benefit of itself and the Purchasers) in the copyrights or mask works intended is to be registered with the United States Copyright Office; and (z) record such intellectual property security agreement with the United States U.S. Copyright Office contemporaneously with filing or any non-U.S. equivalent; or (iv) register or acquire any domain name or domain name rights, then the copyright or mask work application(sprovisions of Section 2.1 shall automatically apply thereto, and such Obligor shall use all commercially reasonable efforts to give PFG advance written notice thereof and in any event shall thereafter give PFG prompt written notice thereof (which for purposes hereof shall be deemed to be not more than three (3) with the United States Copyright OfficeBusiness Days). Each Issuer Obligor shall promptly further provide PFG with all information and details relating to Note Agent copies of all applications that it files for patents or for the registration of trademarks, servicemarks, copyrights or mask works, together with evidence of the recording of the intellectual property security agreement necessary for Note Agent foregoing and take such further actions as PFG may reasonably request from time to time to enable PFG to perfect and maintain a perfected security or continue the perfection of PFG's interest (subject in priority only to Permitted Liens which are SVB Liens, Grace Bay Liens, permitted purchase money Liens or non-consensual Liens that arise by operation of law) in all such propertyObligor’s Collateral.

Protection and Registration of Intellectual Property Rights. Each Issuer shall Borrower owns or otherwise holds the right to use all intellectual property rights, including, without limitation, all patents, copyrights, trademarks, Domain Rights (as defined below), trade secrets and shall cause each computer software, material to the conduct of its Subsidiaries to): business as currently conducted, except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, and (b) over-the-counter software that is commercially available to the public. Borrower shall: (a) protect, defend and maintain the validity and enforceability of its intellectual property, other than intellectual property that is not material to Borrower’s business and that Borrower has determined not to maintain or to abandon; (b) promptly advise Note Agent PFG in writing of material infringements of its intellectual property; and (c) not allow any intellectual property owned by Borrower and material to any IssuerBorrower’s or its Subsidiaries’ business to be abandoned, forfeited or dedicated to the public without Note AgentPFG’s prior written consent. If any Issuer If, before the Obligations have been paid and/or performed in full, Borrower shall (i) obtains adopt, use, acquire or apply for registration of any patenttrademark, registered trademark service xxxx or servicemarktrade name, registered copyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies apply for registration of any patent or the registration of obtain any trademark patent or servicemark, then the Issuers shall promptly provide written notice thereof to Note Agent and shall execute such intellectual property security agreements and other documents and take such other actions as Note Agent shall request in its good faith business judgment to perfect and maintain a perfected security interest (subject in priority only to Permitted Liens which are SVB Liens, Grace Bay Liens, permitted purchase money Liens or non-consensual Liens that arise by operation of law) in favor of Note Agent (for the benefit of itself and the Purchasers) in such property. If any Issuer decides to register any copyrights or mask works in the United States Copyright Office, the Issuers shall: (x) provide Note Agent with at least fifteen (15) days prior written notice of such Issuer’s intent to register such copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto)patent application; (yiii) execute an intellectual property security agreement and such other documents and take such other actions as Note Agent may request in its good faith create or acquire any published or material unpublished works of authorship material to the business judgment to perfect and maintain a perfected security interest (subject in priority only to Permitted Liens which are SVB Liens, Grace Bay Liens, permitted purchase money Liens that is or non-consensual Liens that arise by operation of law) in favor of Note Agent (for the benefit of itself and the Purchasers) in the copyrights or mask works intended is to be registered with the United States Copyright Office; and (z) record such intellectual property security agreement with the United States U.S. Copyright Office contemporaneously or any non-U.S. equivalent or other Governmental Body; or (iv) register or acquire any domain name or domain name rights, then the provisions of Section 2.1 shall automatically apply thereto, and Borrower shall use all commercially reasonable efforts to give PFG advance written notice thereof and in any event shall thereafter give PFG prompt written notice thereof (which for purposes hereof shall be deemed to be not more than fifteen (15) Business Days). Borrower shall further provide PFG with filing all information and details relating to the copyright or mask work application(s) with the United States Copyright Office. Each Issuer shall promptly provide foregoing and take such further actions as PFG may reasonably request from time to Note Agent copies of all applications that it files for patents or for the registration of trademarks, servicemarks, copyrights or mask works, together with evidence of the recording of the intellectual property security agreement necessary for Note Agent time to enable PFG to perfect and maintain a perfected security or continue the perfection of PFG’s interest (subject in priority only to Permitted Liens which are SVB Liens, Grace Bay Liens, permitted purchase money Liens or non-consensual Liens that arise by operation of law) in such propertyCollateral.

Protection and Registration of Intellectual Property Rights. Each Issuer shall Borrower owns or otherwise hold the right to use all intellectual property rights, including, without limitation, all patents, copyrights, trademarks, Domain Rights (as defined below), trade secrets and shall cause each computer software, necessary for the conduct of its Subsidiaries to): business as currently conducted. Borrower shall: (a) protect, defend and maintain the validity and enforceability of its intellectual property, other than intellectual property that is not material to Borrower’s business and that Borrower has affirmatively determined not to maintain or to abandon; (b) promptly advise Note Agent PFG in writing of material infringements of its intellectual property; and (c) not allow any intellectual property material to any IssuerBorrower’s or its Subsidiaries’ business to be abandoned, forfeited or dedicated to the public without Note AgentPFG’s prior written consent, other than intellectual property that is not material to Borrower’s business and that Borrower has affirmatively determined not to maintain or to abandon. If any Issuer If, before the Obligations have been paid and/or performed in full, Borrower shall (i) obtains adopt, use, acquire or apply for registration of any patenttrademark, registered trademark service xxxx or servicemarktrade name, registered copyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies apply for registration of any patent or the registration of obtain any trademark patent or servicemark, then the Issuers shall promptly provide written notice thereof to Note Agent and shall execute such intellectual property security agreements and other documents and take such other actions as Note Agent shall request in its good faith business judgment to perfect and maintain a perfected security interest (subject in priority only to Permitted Liens which are SVB Liens, Grace Bay Liens, permitted purchase money Liens or non-consensual Liens that arise by operation of law) in favor of Note Agent (for the benefit of itself and the Purchasers) in such property. If any Issuer decides to register any copyrights or mask works in the United States Copyright Office, the Issuers shall: (x) provide Note Agent with at least fifteen (15) days prior written notice of such Issuer’s intent to register such copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto)patent application; (yiii) execute an intellectual property security agreement and such other documents and take such other actions as Note Agent may request in its good faith create or acquire any published or material unpublished works of authorship material to the business judgment to perfect and maintain a perfected security interest (subject in priority only to Permitted Liens which are SVB Liens, Grace Bay Liens, permitted purchase money Liens that is or non-consensual Liens that arise by operation of law) in favor of Note Agent (for the benefit of itself and the Purchasers) in the copyrights or mask works intended is to be registered with the United States Copyright Office; and (z) record such intellectual property security agreement with the United States U.S. Copyright Office contemporaneously or any non-U.S. equivalent; or (iv) register or acquire any domain name or domain name rights, then the provisions of Section 2.1 shall automatically apply thereto, and Borrower shall use all commercially reasonable efforts to give PFG advance written notice thereof and in any event shall thereafter give PFG prompt written notice thereof (which for purposes hereof shall be deemed to be not more than three (3) Business Days). Borrower shall further provide PFG with filing all information and details relating to the copyright or mask work application(s) with the United States Copyright Office. Each Issuer shall promptly provide foregoing and take such further actions as PFG may reasonably request from time to Note Agent copies of all applications that it files for patents or for the registration of trademarks, servicemarks, copyrights or mask works, together with evidence of the recording of the intellectual property security agreement necessary for Note Agent time to enable PFG to perfect and maintain a perfected security or continue the perfection of PFG's interest (subject in priority only to Permitted Liens which are SVB Liens, Grace Bay Liens, permitted purchase money Liens or non-consensual Liens that arise by operation of law) in such property.Collateral. Partners for Growth Loan and Security Agreement

Protection and Registration of Intellectual Property Rights. Each Issuer shall Obligor owns or otherwise holds the right to use all intellectual property rights, including, without limitation, all patents, copyrights, trademarks, Domain Rights (as defined below), trade secrets and shall cause each computer software, necessary for the conduct of its Subsidiaries to): business as currently conducted. No Obligor has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any intellectual property of any Obligor, or of any outstanding decree, order or judgment that has rendered any intellectual property owned by any Obligor invalid or unenforceable. Each Obligor shall: (a) protect, defend and maintain the validity and enforceability of its intellectual property, other than intellectual property that is not material to its business and that such Obligor has affirmatively determined not to maintain or to abandon; (b) promptly advise Note Agent PFG in writing of material infringements of its intellectual property; and (c) not allow any intellectual property material to any Issuer’s or its Subsidiaries’ business to be abandoned, forfeited or dedicated to the public without Note AgentPFG’s prior written consent. If If, before the Obligations have been paid and/or performed in full, any Issuer Obligor shall (i) obtains adopt, use, acquire or apply for registration of any patenttrademark, registered trademark service mxxx or servicemarktrade name, registered copyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies apply for registration of any patent or the registration of obtain any trademark patent or servicemark, then the Issuers shall promptly provide written notice thereof to Note Agent and shall execute such intellectual property security agreements and other documents and take such other actions as Note Agent shall request in its good faith business judgment to perfect and maintain a perfected security interest (subject in priority only to Permitted Liens which are SVB Liens, Grace Bay Liens, permitted purchase money Liens or non-consensual Liens that arise by operation of law) in favor of Note Agent (for the benefit of itself and the Purchasers) in such property. If any Issuer decides to register any copyrights or mask works in the United States Copyright Office, the Issuers shall: (x) provide Note Agent with at least fifteen (15) days prior written notice of such Issuer’s intent to register such copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto)patent application; (yiii) execute an intellectual property security agreement and such other documents and take such other actions as Note Agent may request in its good faith create or acquire any published or material unpublished works of authorship material to the business judgment to perfect and maintain a perfected security interest (subject in priority only to Permitted Liens which are SVB Liens, Grace Bay Liens, permitted purchase money Liens that is or non-consensual Liens that arise by operation of law) in favor of Note Agent (for the benefit of itself and the Purchasers) in the copyrights or mask works intended is to be registered with the United States Copyright Office; and (z) record such intellectual property security agreement with the United States U.S. Copyright Office contemporaneously with filing or any non-U.S. equivalent; or (iv) register or acquire any domain name or domain name rights, then the copyright or mask work application(sprovisions of Section 2.1 shall automatically apply thereto, and such Obligor shall use all commercially reasonable efforts to give PFG advance written notice thereof and in any event shall thereafter give PFG prompt written notice thereof (which for purposes hereof shall be deemed to be not more than three (3) with the United States Copyright OfficeBusiness Days). Each Issuer Obligor shall promptly further provide PFG with all information and details relating to Note Agent copies of all applications that it files for patents or for the registration of trademarks, servicemarks, copyrights or mask works, together with evidence of the recording of the intellectual property security agreement necessary for Note Agent foregoing and take such further actions as PFG may reasonably request from time to time to enable PFG to perfect and maintain a perfected security or continue the perfection of PFG’s interest (subject in priority only to Permitted Liens which are SVB Liens, Grace Bay Liens, permitted purchase money Liens or non-consensual Liens that arise by operation of law) in all such propertyObligor’s Collateral.