Common use of Trademark Prosecution Clause in Contracts

Trademark Prosecution. 1. The Assignor shall assume full and complete responsibility for the prosecution, defense, enforcement or any other necessary or desirable actions in connection with the Pledged Trademarks, and shall hold the Creditor harmless from any and all costs, damages, liabilities and expenses that may be incurred by the Creditor in connection with the Creditor's interest in the Pledged Trademarks or any other action or failure to act in connection with this Trademark Agreement or the transactions contemplated hereby. In respect of such responsibility, the Assignor shall retain trademark counsel acceptable to the Creditor. 2. The Assignor shall have the right and the duty, through trademark counsel acceptable to the Creditor, 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. Any expenses incurred in connection with such applications and actions shall be borne by the Assignor. The Assignor shall not abandon any filed trademark registration application, or any Trademark Registration or Trademark, without the consent of the Creditor, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, to the extent any Foreign Trademark is not material to the conduct of the Assignor's business in such jurisdiction, the Assignor may, in the prudent exercise of its best judgment, choose not to prosecute, preserve, maintain or enforce its rights with respect to a Foreign Trademark without the prior written consent of the Creditor. 3. The Assignor shall have the right and the duty to bring suit or other action in the Assignor's own name to maintain and enforce the Trademarks, the Trademark Registrations and the Trademark Rights. The Assignor may require the Creditor to join in such suit or action as necessary to assure the Assignor's ability to bring and maintain any such suit or action in any proper forum if (but only if) the Creditor is completely satisfied that such joinder will not subject the Creditor to any risk of liability. The Assignor shall promptly, upon demand, reimburse and indemnify the Creditor for all damages, costs and expenses, including legal fees, incurred by the Creditor pursuant to this Section 7(c). Notwithstanding the foregoing, to the extent any Foreign Trademark is not material to the conduct of the Assignor's business in such jurisdiction, the Assignor may, in the prudent exercise of its best judgment, choose not to prosecute, preserve, maintain or enforce its rights with respect to a Foreign Trademark without the prior written consent of the Creditor. 4. Subject to (b) and (c) above, with respect to Foreign Trademarks, the Assignor shall take any and all such actions (including institution and maintenance of suits, proceedings or actions) as may be necessary or appropriate to properly maintain, protect, preserve, care for and enforce the Pledged Trademarks and Assignor shall not take or fail to take any action, nor permit any action to be taken or not taken by others under its control, that would adversely affect the validity, grant or enforcement of the Pledged Trademarks.

Trademark Prosecution. 1. (a) The Assignor Debtor shall assume full and complete responsibility for the prosecution, defense, enforcement or any other necessary or desirable actions in connection with the Pledged Trademarks, Trademarks and shall hold the Creditor Secured Parties harmless from any and all costs, damages, liabilities and expenses that may be incurred by the Creditor Secured Parties in connection with the Creditor's Secured Parties' interest in the Pledged Trademarks or any other action or failure to act by Debtor in connection with this Trademark Agreement or the transactions contemplated hereby. In . (b) With respect of such responsibilityto all Trademarks which are material to the Debtor's business, the Assignor shall retain trademark counsel acceptable to the Creditor. 2. The Assignor Debtor shall have the right and the duty, through trademark counsel acceptable to the CreditorSecured Parties, to (i) prosecute diligently any trademark registration applications of the to register such Trademarks pending as of the date of this Trademark Agreement or thereafter, (ii) to preserve and maintain all rights in the such Trademarks and Trademark Registrations, including the filing of appropriate renewal applications and other instruments to maintain in effect the Trademark Registrations such Trademarks and the payment (iii) pay 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 Registrationsaccrue. Any expenses incurred in connection with such applications and actions shall be borne by the AssignorDebtor. The Assignor Further, the Debtor shall not abandon any filed trademark Trademark (or registration application, or any Trademark Registration or Trademarkapplication therefore) which is material to the Debtor's business, without the consent of the Creditor, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, to the extent any Foreign Trademark is not material to the conduct of the Assignor's business in such jurisdiction, the Assignor may, in the prudent exercise of its best judgment, choose not to prosecute, preserve, maintain or enforce its rights with respect to a Foreign Trademark without the prior written consent of the CreditorSecured Parties. 3. (c) The Assignor Debtor shall have the right and the duty to bring suit or other action in the AssignorDebtor's own name to maintain and enforce the Trademarks, the Trademark Registrations and the Trademark RightsTrademarks which are material to its business. The Assignor Debtor may require the Creditor Secured Parties to join in such suit or action as necessary to assure the AssignorDebtor's ability to bring and maintain any such suit or action in any proper forum if (but only if) the Creditor Debtor is completely satisfied that such joinder will not subject the Creditor Secured Parties to any risk of liability. The Assignor Debtor shall promptly, upon demand, reimburse and indemnify the Creditor Secured Parties for all damages, costs and expenses, including legal fees, incurred by the Creditor Secured Parties pursuant to this Section 7(css.7(c). Notwithstanding the foregoing, to the extent any Foreign Trademark is not material to the conduct of the Assignor's business in such jurisdiction. (d) In general, the Assignor may, in the prudent exercise of its best judgment, choose not to prosecute, preserve, maintain or enforce its rights with respect to a Foreign Trademark without the prior written consent of the Creditor. 4. Subject to (b) and (c) above, with respect to Foreign Trademarks, the Assignor Debtor shall take any and all such actions (including institution and maintenance of suits, proceedings proceedings, or actions) as may be necessary or appropriate to properly maintain, protect, preserve, care for and enforce the Pledged Trademarks and Assignor which are material to Debtor's business. The Debtor shall not take or fail to take any action, nor permit any action to be taken or not taken by others under its control, that would adversely affect the validity, grant or enforcement of the Pledged such Trademarks. (e) Promptly upon obtaining knowledge thereof, the Debtor will notify the Secured Parties in writing of the institution of, or any final adverse determination in, any proceeding in the PTO or any similar office or agency of the United States or any foreign country, or any court, regarding the validity of any of the Trademarks or the Debtor's rights, title, or interests in and to the Trademarks, and of any event that does or reasonably could materially adversely affect the value of any of the Trademarks, the ability of the Debtor or the Secured Parties to dispose of any of the Trademarks, or the rights and remedies of the Secured Parties in relation thereto.