Intellectual Property Collateral Agreements Sample Clauses

Intellectual Property Collateral Agreements. (a) The Agent shall have received an intellectual property collateral agreement (as amended, restated, modified or supplemented from time to time in accordance with the terms hereof and thereof, the “U.S. Intellectual Property Collateral Agreement”) for filing at the U.S. Patent and Trademark Office with respect to any registered patents or trademarks of the U.S. Borrower or other Loan Parties to the extent that an effective filing respecting the same is not on record.
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Intellectual Property Collateral Agreements together, the U.S. Intellectual Property Collateral Agreement and the Canadian Intellectual Property Collateral Agreement.
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Intellectual Property Collateral Agreements. The Borrower and each of the other Loan Parties shall have executed and delivered to the Agent: (a) if applicable, the Copyright Security Agreement (the “Copyright Security Agreement”), in substantially the form attached to this Agreement as Exhibit F-l, (b) the Patent Security Agreement (the “Patent Security Agreement”), in substantially the form attached to this Agreement as Exhibit F-2, (c) the Trademark Security Agreement (the “Trademark Security Agreement”), in substantially the form attached to this Agreement as Exhibit F-3, and (d) such other notices for recording in the United States Patent and Trademark Office or the United States Copyright Office and such Uniform Commercial Code financing statements as are necessary or as otherwise reasonably requested by the Agent to perfect and maintain the security interests created by the Security Agreement in any Intellectual Property.
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Intellectual Property Collateral Agreements. Without limiting any other restrictions set forth in this Agreement, if Borrower or any of its Subsidiaries at any time acquires or otherwise comes to own any material copyrights or other material Intellectual Property, the Borrower or such Subsidiary, as the case may be, shall promptly execute and deliver to the Agent an Intellectual Property Collateral Agreement (each such Intellectual Property Collateral Agreement, as amended, restated, modified or supplemented from time to time in accordance with the terms hereof and thereof, an "INTELLECTUAL PROPERTY COLLATERAL AGREEMENT") in form and substance satisfactory to the Agent, together with such other notices for recording in the United States Patent and Trademark Office or the Copyright Office and such Uniform Commercial Code financing statements as are reasonably necessary to perfect the security interests created by such Intellectual Property Collateral Agreement.
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Intellectual Property Collateral Agreements. The Agent shall have received an amended & restated intellectual property collateral agreement and/or supplemental intellectual Property collateral agreement (collectively, and with any other intellectual property collateral agreements, in each case, as amended, restated, modified or supplemented from time to time in accordance with the terms hereof and thereof, the “U.S. Intellectual Property Collateral Agreements” or, each, a “U.S. Intellectual Property Collateral Agreement”) for filing at the U.S. Patent and Trademark Office or, as applicable, the United States Copyright Office with respect to any registered patents, trademarks or copyrights of the Borrower or other Loan Parties to the extent that an effective filing respecting the same is not on record. Notwithstanding the foregoing or anything to the contrary in any Loan Documents, no any intent-to-use trademark application filed in the United States shall constitute Collateral to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity and enforceability of such intent-to-use trademark application or the trademark that is the subject thereof under applicable law.
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Intellectual Property Collateral Agreements the Copyright Security Agreement, the Patent Security Agreement, and the Trademark Security Agreement.
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Intellectual Property Collateral Agreements. 65 4.1.22 Corporate Structure 65
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Intellectual Property Collateral Agreements the Copyright Security Agreement, the Patent Security Agreement, and the Trademark Security Agreement. Intercreditor Agreement: that certain Intercreditor Agreement dated as of the Closing Date, by and among the Borrower, the Guarantors named therein, the Agent, and the Collateral Agent.
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Related to Intellectual Property Collateral Agreements

  • Intellectual Property Collateral With respect to any Intellectual Property Collateral the loss, impairment or infringement of which might have a Material Adverse Effect:

  • As to Intellectual Property Collateral Each Grantor covenants and agrees to comply with the following provisions as such provisions relate to any Intellectual Property Collateral material to the operations or business of such Grantor:

  • Grant of License to Use Intellectual Property Collateral For the purpose of enabling Agent to exercise rights and remedies under Section 7 hereof (including, without limiting the terms of Section 7 hereof, in order to take possession of, hold, preserve, process, assemble, prepare for sale, market for sale, sell or otherwise dispose of Collateral) at such time as Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to Agent, for the benefit of Agent and Lenders, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to such Grantor) to use, license or sublicense any Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof.

  • Intellectual Property Security Agreements Duly executed originals of Trademark Security Agreements, Copyright Security Agreements and Patent Security Agreements, each dated the Closing Date and signed by each Credit Party which owns Trademarks, Copyrights and/or Patents, as applicable, all in form and substance reasonably satisfactory to Agent, together with all instruments, documents and agreements executed pursuant thereto.

  • Intellectual Property Security Agreement An Intellectual Property Security Agreement executed by Borrower in form and substance reasonably satisfactory to Lender.

  • Intellectual Property Agreements Borrower shall not permit the inclusion in any material contract to which it becomes a party of any provisions that could or might in any way prevent the creation of a security interest in Borrower's rights and interests in any property included within the definition of the Intellectual Property Collateral acquired under such contracts.

  • Intellectual Property Matters Each Credit Party and each Subsidiary thereof owns or possesses rights to use all material franchises, licenses, copyrights, copyright applications, patents, patent rights or licenses, patent applications, trademarks, trademark rights, service xxxx, service xxxx rights, trade names, trade name rights, copyrights and other rights with respect to the foregoing which are reasonably necessary to conduct its business. No event has occurred which permits, or after notice or lapse of time or both would permit, the revocation or termination of any such rights, and no Credit Party nor any Subsidiary thereof is liable to any Person for infringement under Applicable Law with respect to any such rights as a result of its business operations.

  • Intellectual Property Licenses Notwithstanding anything to the contrary contained in the TSA, and except as otherwise provided in Section 5.13 of the SPA, it shall be the responsibility of the Receiving Party (at the Receiving Party’s sole cost and expense) to obtain all licenses associated with the use of third party intellectual property, including but not limited to copyrights (e.g., software), trademarks and patents (and/or consents and extensions relating to such licenses), if any, necessary for the provision of Services to the Receiving Party during the Term. The Service Provider agrees to use commercially reasonable efforts to assist the Receiving Party in its negotiations with any licensors from whom the Receiving Party may require such a license (or consent or extension) during the Term. In the event the Receiving Party is unable to obtain a necessary license, consent or extension, the Services related to such license shall be removed from the scope of the TSA, without a reduction in fees or payments owed by the Receiving Party under the TSA. In all events, and in addition to (and not in limitation of) any similar rights that the Service Provider may have under the TSA, the Receiving Party shall indemnify, defend and hold the Service Provider harmless from and against any actions, liabilities and/or claims relating to the licenses and the license matters discussed in this provision. The Receiving Party’s obligation to pay any fees under this Section 1.5 shall apply whether or not such claims for fees arise from the Receiving Party’s continued or past access to or benefit from third party intellectual property. The Receiving Party also acknowledges the Service Provider’s right to initiate discussion with third party licensors that may involve the Receiving Party’s use of intellectual property. All negotiated agreements with third party licensors for the future use of or rights to intellectual property and associated services shall be at the cost of the Service Provider, provided that the Receiving Party shall bear the cost of incremental third party use fees which are specifically identified in the agreements with the third party licensors and which relate solely to the Receiving Party’s use (“Incremental License Fees”). Such Incremental License Fees shall be approved in advance in writing by the Receiving Party, which approval shall not be unreasonably withheld or delayed.

  • Intellectual Property, etc Each of Holdings and each of its Subsidiaries owns or has the right to use all domestic and foreign patents, trademarks, permits, domain names, service marks, trade names, copyrights, licenses, franchises, inventions, trade secrets, proprietary information and know-how of any type, whether or not written (including, but not limited to, rights in computer programs and databases) and formulas, or other rights with respect to the foregoing, and has obtained assignments of all leases, licenses and other rights of whatever nature, in each case necessary for the conduct of its business, without any known conflict with the rights of others which, or the failure to obtain which, as the case may be, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect.

  • Intellectual Property License Solely for the purpose of enabling the Administrative Agent to exercise rights and remedies under this Section 6 and at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Administrative Agent, for the benefit of the Secured Parties, an irrevocable, non-exclusive, worldwide license (exercisable without payment of royalty or other compensation to such Grantor), subject, in the case of Trademarks, to sufficient rights to quality control and inspection in favor of such Grantor to avoid the risk of invalidation of said Trademarks, to use, operate under, license, or sublicense any Intellectual Property now owned or hereafter acquired by the Grantors.

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