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

Protection and Registration of Intellectual Property Rights. Each 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 computer software, necessary for the conduct of its 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 PFG in writing of material infringements of its intellectual property; and (c) not allow any intellectual property material to its business to be abandoned, forfeited or dedicated to the public without PFG’s written consent. If, before the Obligations have been paid and/or performed in full, any Obligor shall (i) adopt, use, acquire or apply for registration of any trademark, service mxxx or trade name, (ii) apply for registration of any patent or obtain any patent or patent application; (iii) create or acquire any published or material unpublished works of authorship material to the business that is or is to be registered with the U.S. Copyright Office or any non-U.S. equivalent; or (iv) register or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 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) Business Days). Each Obligor shall further provide PFG with all information and details relating to the foregoing and take such further actions as PFG may reasonably request from time to time to enable PFG to perfect or continue the perfection of PFG's interest in all such Obligor’s Collateral.

Protection and Registration of Intellectual Property Rights. Each Obligor Borrower owns or otherwise holds hold the right to use all intellectual property rights, including, without limitation, all patents, copyrights, trademarks, Domain Rights (as defined below), trade secrets and computer software, necessary for the conduct of its 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 Borrower shall: (a) protect, defend and maintain the validity and enforceability of its intellectual property, other than intellectual property that is not material to its Borrower’s business and that such Obligor Borrower has affirmatively determined not to maintain or to abandon; (b) promptly advise PFG in writing of material infringements of its intellectual propertyproperty of which it has Knowledge; and (c) not allow any intellectual property material to its Borrower’s business to be abandoned, forfeited or dedicated to the public without PFG’s written consent. If, before the Obligations have been paid and/or performed in full, any Obligor Borrower shall (i) adopt, use, acquire or apply for registration of any trademark, service mxxx or trade name, (ii) apply for registration of any patent or obtain any patent or patent application; (iii) create or acquire any published or material unpublished works of authorship material to the business that is or is to be registered with the U.S. Copyright Office 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 such Obligor 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 five (35) Business Days). Each Obligor Borrower shall further provide PFG with all information and details relating to the foregoing and take such further actions as PFG may reasonably request from time to time to enable PFG to perfect or continue the perfection of PFG's interest in all such Obligor’s Collateral.

Protection and Registration of Intellectual Property Rights. Each 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 computer software, necessary for the conduct of its 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 PFG in writing of material infringements of its intellectual property; and (c) not allow any intellectual property material to its business to be abandoned, forfeited or dedicated to the public without PFG’s written consent. If, before the Obligations have been paid and/or performed in full, any Obligor shall (i) adopt, use, acquire or apply for registration of any trademark, service mxxx or trade name, (ii) apply for registration of any patent or obtain any patent or patent application; (iii) create or acquire any published or material unpublished works of authorship material to the business that is or is to be registered with the U.S. Copyright Office 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 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) Business Days). Each Obligor shall further provide PFG with all information and details relating to the foregoing and take such further actions as PFG may reasonably request from time to time to enable PFG to perfect or continue the perfection of PFG's ’s interest in all such Obligor’s Collateral.

Protection and Registration of Intellectual Property Rights. Each Obligor Borrower owns or otherwise holds hold the right to use all intellectual property rights, including, without limitation, all patents, copyrights, trademarks, Domain Rights (as defined below), trade secrets and computer software, necessary for the conduct of its 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 Borrower shall: (a) protect, defend and maintain the validity and enforceability of its intellectual property, other than intellectual property that is not material to its Borrower’s business and that such Obligor Borrower has affirmatively determined not to maintain or to abandon; (b) promptly advise PFG in writing of material infringements of its intellectual property; and (c) not allow any intellectual property material to its Borrower’s business to be abandoned, forfeited or dedicated to the public without PFG’s written consent. If, before the Obligations have been paid and/or performed in full, any Obligor Borrower shall (i) adopt, use, acquire or apply for registration of any trademark, service mxxx xxxx or trade name, (ii) apply for registration of any patent or obtain any patent or patent application; (iii) create or acquire any published or material unpublished works of authorship material to the business that is or is to be registered with the U.S. Copyright Office 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 such Obligor 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). Each Obligor Borrower shall further provide PFG with all information and details relating to the foregoing and take such further actions as PFG may reasonably request from time to time to enable PFG to perfect or continue the perfection of PFG's interest in all such Obligor’s Collateral.

Protection and Registration of Intellectual Property Rights. Each Obligor Borrower owns or otherwise holds hold the right to use all intellectual property rights, including, without limitation, all patents, copyrights, trademarks, Domain Rights (as defined below), trade secrets and computer software, necessary for the conduct of its 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 Borrower shall: (a) protect, defend and maintain the validity and enforceability of its intellectual property, other than intellectual property that is not material to its Borrower’s business and that such Obligor Borrower has affirmatively determined not to maintain or to abandon; (b) promptly advise PFG in writing of material infringements of its intellectual property; and (c) not allow any intellectual property material to its Borrower’s business to be abandoned, forfeited or dedicated to the public without PFG’s 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, before the Obligations have been paid and/or performed in full, any Obligor Borrower shall (i) adopt, use, acquire or apply for registration of any trademark, service mxxx xxxx or trade name, (ii) apply for registration of any patent or obtain any patent or patent application; (iii) create or acquire any published or material unpublished works of authorship material to the business that is or is to be registered with the U.S. Copyright Office 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 such Obligor 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). Each Obligor Borrower shall further provide PFG with all information and details relating to the foregoing and take such further actions as PFG may reasonably request from time to time to enable PFG to perfect or continue the perfection of PFG's interest in all such Obligor’s Collateral.. Partners for Growth Loan and Security Agreement

Protection and Registration of Intellectual Property Rights. Each Obligor 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 computer software, necessary for the conduct of its 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 Borrower shall: (a) protect, defend and maintain the validity and enforceability of its intellectual property, other than intellectual property that is not material to its Borrower’s business and that such Obligor Borrower has affirmatively determined not to maintain or to abandon; (b) promptly advise PFG in writing of material infringements of its intellectual property; and (c) not allow any intellectual property material to its Borrower’s business to be abandoned, forfeited or dedicated to the public without PFG’s written consent. If, before the Obligations have been paid and/or performed in full, any Obligor Borrower shall (i) adopt, use, acquire or apply for registration of any trademark, service mxxx xxxx or trade name, (ii) apply for registration of any patent or obtain any patent or patent application; (iii) create or acquire any published or material unpublished works of authorship material to the business that is or is to be registered with the U.S. Copyright Office or any non-U.S. equivalentequivalent 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 such Obligor 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). Each Obligor Borrower shall further provide PFG with all information and details relating to the foregoing and take such further actions as PFG may reasonably request from time to time to enable PFG to perfect or continue the perfection of PFG's interest in all such Obligor’s Collateral.

Protection and Registration of Intellectual Property Rights. Each Obligor owns or otherwise holds the right to use all intellectual property rights, including, without limitation, all patents, copyrights, trademarks, Domain Rights Issuer shall (as defined below), trade secrets and computer software, necessary for the conduct shall cause each of its 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: Subsidiaries to): (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 PFG 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 PFGNote Agent’s prior written consent. If, before the Obligations have been paid and/or performed in full, If any Obligor shall Issuer (i) adoptobtains any patent, useregistered trademark or servicemark, acquire registered copyright, registered mask work, or apply 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 trademarktrademark or servicemark, service mxxx 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 trade namenon-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: (iix) apply for registration provide Note Agent with at least fifteen (15) days prior written notice of any patent such Issuer’s intent to register such copyrights or obtain any patent or patent applicationmask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (iiiy) create 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 acquire any published 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 material unpublished mask works of authorship material to the business that is or is intended to be registered with the U.S. United States Copyright Office; and (z) record such intellectual property security agreement with the United States Copyright Office contemporaneously with filing the copyright or any 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-U.S. equivalent; or (ivconsensual Liens that arise by operation of law) register or acquire any domain name or domain name rights, then the provisions of Section 2.1 shall automatically apply thereto, and in 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) Business Days). Each Obligor shall further provide PFG with all information and details relating to the foregoing and take such further actions as PFG may reasonably request from time to time to enable PFG to perfect or continue the perfection of PFG's interest in all such Obligor’s Collateralproperty.