Common use of Registration of Intellectual Property Rights Clause in Contracts

Registration of Intellectual Property Rights. Borrower shall register or cause to be registered (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, those intellectual property rights listed on EXHIBITS A, B and C to the Collateral Assignment, Patent Mortgage and Security Agreement delivered to Lenders by Borrower in connection with this Agreement within thirty (30) days of the date of this Agreement. Borrower shall register or cause to be registered with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, those additional intellectual property rights developed or acquired by Borrower from time to time in connection with any product, prior to the sale or licensing of such product to any third party including, without limitation, revisions or additions to the intellectual property rights listed on such EXHIBITS A, B and C, provided that, (i) in the case of copyrights to be registered with the United States Copyright Office, Borrower shall have 90 days after the date of any such sale or licensing in which to so register such copyrights, and (ii) in the case of patents, Borrower shall be required to file applications for such patents within a reasonable time after the date of any such sale or licensing and thereafter diligently pursue the same. Borrower shall provide to Lenders, at least quarterly, a written report as to all such additional intellectual property rights, including, without limitation, revisions or additions to the intellectual property rights listed on such EXHIBITS A, B and C, together with copies of all filings with respect thereto made with United States Patent and Trademark Office or the United States Copyright Office, as applicable. Borrower shall execute and deliver such additional instruments and documents from time to time as Lenders shall reasonably request to perfect Lenders' security interests in such additional intellectual property rights.

Registration of Intellectual Property Rights. Borrower Guarantor shall register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or Office, the United States Copyright OfficeOffice and the Israeli Registrar of Patents and Trademarks, as applicablethe case may be, those registrable intellectual property rights listed on EXHIBITS Anow owned or hereafter developed or acquired by Guarantor, B and C to the Collateral Assignmentextent that Guarantor, Patent Mortgage and Security Agreement delivered in its reasonable business judgment, deems it appropriate to Lenders by Borrower in connection with this Agreement within thirty (30) days so protect such intellectual property rights. Guarantor shall promptly give Lender written notice of the date any applications or registrations of this Agreement. Borrower shall register or cause to be registered intellectual property rights filed with the United States Patent and Trademark Office or Israeli Registrar of Patents and Trademarks, including the United States Copyright Office, as applicable, those additional intellectual property rights developed or acquired by Borrower from time to time in connection with any product, prior to the sale or licensing date of such product to any third party includingfiling and the registration or application numbers, without limitation, revisions or additions to the intellectual property rights listed on such EXHIBITS A, B and C, provided that, if any. Guarantor shall (i) in give Lender not less than 30 days prior written notice of the case filing of copyrights to be registered any applications or registrations with the United States Copyright Office, Borrower shall have 90 days after including the title of such intellectual property rights to be registered, as such title will appear on such applications or registrations, and the date such applications or registrations will be filed; (ii) prior to the filing of any such sale applications or licensing registrations, execute such documents as Lender may reasonably request for Lender to maintain its perfection in which such intellectual property rights to so register be registered by Guarantor; (iii) upon the request of Lender, either deliver to Lender or file such copyrights, and (ii) in documents simultaneously with the case of patents, Borrower shall be required to file applications for such patents within a reasonable time after the date filing of any such sale applications or licensing registrations; (iv) upon filing any such applications or registrations, promptly provide Lender with a copy of such applications or registrations together with any exhibits, evidence of the filing of any documents requested by Lender to be filed for Lender to maintain the perfection and thereafter diligently pursue the same. Borrower shall provide to Lenders, at least quarterly, a written report as to all priority of its security interest in such additional intellectual property rights, including, without limitation, revisions or additions to and the intellectual property rights listed on date of such EXHIBITS A, B and C, together with copies of all filings with respect thereto made with United States Patent and Trademark Office or the United States Copyright Office, as applicablefiling. Borrower Lender shall execute and deliver such additional instruments and documents from time to time as Lenders Lender shall reasonably request to perfect Lenders' and maintain the perfection and priority of Lender’s security interests interest in the Intellectual Property Collateral. Guarantor shall (i) protect, defend and maintain the validity and enforceability of the trade secrets, Trademarks, Patents and Copyrights, (ii) use commercially reasonable efforts to detect infringements of the Trademarks, Patents and Copyrights and promptly advise Lender in writing of material infringements detected and (iii) not allow any material Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of Lender, which shall not be unreasonably withheld. Lender may audit Lender’s Intellectual Property Collateral to confirm compliance with this Section 3.2, provided such additional intellectual property rightsaudit may not occur more often than twice per year, unless an Event of Default has occurred and is continuing. Lender shall have the right, but not the obligation, to take, at Guarantor’s sole expense, any actions that Guarantor is required under this Section 3.2 to take but which Guarantor fails to take, after 15 days’ notice to Guarantor. Guarantor shall reimburse and indemnify Lender for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this Section 3.2.

Registration of Intellectual Property Rights. Borrower shall register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicablethe case may be, those registerable intellectual property rights listed on EXHIBITS Anow owned or hereafter developed or acquired by Borrower, B and C to the Collateral Assignmentextent that Borrower, Patent Mortgage and Security Agreement delivered in its reasonable business judgment, deems it appropriate to Lenders by Borrower in connection with this Agreement within thirty (30) days of the date of this Agreementso protect such intellectual property rights. Borrower shall register promptly give Bank written notice of any applications or cause to be registered registrations of intellectual property rights filed with the United States Patent and Trademark Office Office, including the date of such filing and the registration or application numbers, if any. Borrower shall (i) give Bank not less than 30 days prior written notice of the filing of any applications or registrations with the United States Copyright Office, as applicable, those additional including the title of such intellectual property rights developed to be registered, as such title will appear on such applications or acquired by Borrower from time to time in connection with any productregistrations, and the date such applications or registrations will be filed, and (ii) prior to the sale filing of any such applications or licensing of registrations, shall execute such product documents as Bank may reasonably request for Bank to any third party including, without limitation, revisions or additions to the maintain its perfection in such intellectual property rights listed on such EXHIBITS A, B and C, provided that, (i) in the case of copyrights to be registered by Borrower, and upon the request of Bank, shall file such documents simultaneously with the filing of any such applications or registrations. Upon filing any such applications or registrations with the United States Copyright Office, Borrower shall have 90 days after promptly provide Bank with (i) a copy of such applications or registrations, without the date of any such sale or licensing in which to so register such copyrightsexhibits, and if any, thereto, (ii) in evidence of the case of patents, Borrower shall be required to file applications for such patents within a reasonable time after the date filing of any documents requested by Bank to be filed for Bank to maintain the perfection and priority of its security interest in such sale or licensing and thereafter diligently pursue the same. Borrower shall provide to Lenders, at least quarterly, a written report as to all such additional intellectual property rights, including, without limitation, revisions or additions to and (iii) the intellectual property rights listed on date of such EXHIBITS A, B and C, together with copies of all filings with respect thereto made with United States Patent and Trademark Office or the United States Copyright Office, as applicablefiling. Borrower shall execute and deliver such additional instruments and documents from time to time as Lenders Bank shall reasonably request to perfect Lendersand maintain the priority of Bank's security interest in the Intellectual Property Collateral. Borrower shall (i) protect, defend and maintain the validity and enforceability of the trade secrets, Trademarks, Patents and Copyrights, (ii) use commercially reasonable efforts to detect infringements of the Trademarks, Patents and Copyrights and promptly advise Bank in writing of material infringements detected and (iii) not allow any material Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of Bank, which shall not be unreasonably withheld. Bank may audit Borrower's Intellectual Property Collateral to confirm compliance with this Section, provided such audit may not occur more often than twice per year, unless an Event of Default has occurred and is continuing. Bank shall have the right, but not the obligation, to take, at Borrower's sole expense, any actions that Borrower is required under this Section to take but which Borrower fails to take, after 15 days' security interests notice to Borrower. Borrower shall reimburse and indemnify Bank for all reasonable costs and reasonable expenses incurred in such additional intellectual property rightsthe reasonable exercise of its rights under this Section.

Registration of Intellectual Property Rights. Borrower Borrowers shall register or cause to be registered (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, those intellectual property rights listed on EXHIBITS Exhibits A, B B, C and C D to the Collateral Assignment, Patent Mortgage and Intellectual Property Security Agreement delivered to Lenders Bank by Borrower Borrowers in connection with this Agreement within thirty (30) days of the date of this Agreement. Borrower Borrowers shall register or cause to be registered with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, those additional intellectual property rights developed or acquired by Borrower Borrowers from time to time in connection with any product, product prior to the sale or licensing of such product to any third party includingparty, including without limitation, limitation revisions or additions to the intellectual property rights listed on such EXHIBITS Exhibits A, B B, C and C, provided that, D. (ib) in the case of copyrights to be registered with the United States Copyright Office, Borrower shall have 90 days after the date of any such sale or licensing in which to so register such copyrights, and (ii) in the case of patents, Borrower shall be required to file applications for such patents within a reasonable time after the date of any such sale or licensing and thereafter diligently pursue the same. Borrower shall provide to Lenders, at least quarterly, a written report as to all such additional intellectual property rights, including, without limitation, revisions or additions to the intellectual property rights listed on such EXHIBITS A, B and C, together with copies of all filings with respect thereto made with United States Patent and Trademark Office or the United States Copyright Office, as applicable. Borrower Borrowers shall execute and deliver such additional instruments and documents from time to time as Lenders Bank shall reasonably request to perfect LendersBank's security interest in the Intellectual Property Collateral. (c) Borrowers shall (i) protect, defend and maintain the validity and enforceability of the Trademarks, Patents, Copyrights, and Mask Works, (ii) use its best efforts to detect infringements of the Trademarks, Patents, Copyrights and Mask Works and promptly advise Bank in writing of material infringements detected and (iii) not allow any Trademarks, Patents, Copyrights, or Mask Works to be abandoned, forfeited or dedicated to the public without the written consent of Bank, which shall not be unreasonably withheld, unless Bank determines that reasonable business practices suggest that abandonment is appropriate. (d) Bank shall have the right, but not the obligation, to take, at Borrowers' security interests sole expense, any actions that Borrowers is required under this Section 6.10 to take but which Borrower fails to take, after fifteen (15) days' notice to Borrower. Borrower shall reimburse and indemnify Bank for all reasonable costs and reasonable expenses incurred in such additional intellectual property rightsthe reasonable exercise of its rights under this Section 6.10.

Registration of Intellectual Property Rights. (i) Borrower shall register or cause to be registered (to the extent not already registered) on an expedited basis copyrights, and file patent and trademark applications with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, with respect to the intellectual property rights of Borrower which, either individually or together with other intellectual property rights of Borrower and its Subsidiaries, exist in products the sale or licensing of which Borrower reasonably expects will generate accounts receivable equal to or greater than $5,000,000 in any fiscal year (the "Material Products"), including without limitation patent and copyright applications related to those intellectual property rights listed on EXHIBITS Exhibits A, B and C to the Collateral Assignment, Patent Mortgage and Intellectual Property Security Agreement delivered to Lenders by Borrower in connection with this Agreement Agreement, within thirty ninety (3090) days of the date of this Agreement, and shall promptly deliver copies of the registrations to Agent. Borrower shall register or cause to be registered with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, those additional trademarks, and copyright and patent applications covering intellectual property rights in those additional Material Products developed or acquired by Borrower from time to time in connection with any producttime, prior to within ninety (90) days of the sale or licensing of date on which such product to any third party includingproducts become Material Products, as defined above, including without limitation, limitation revisions or additions to the intellectual property rights listed on such EXHIBITS Exhibits A, B and CC. Notwithstanding the foregoing, provided that, with respect to Patents (i) as defined in the case of copyrights to be registered with the United States Copyright OfficeIntellectual Property Security Agreement), Borrower shall have 90 days after the date of any such sale or licensing in which to so register such copyrights, and (ii) in the case of patents, Borrower shall only be required to file applications for such patents within a reasonable time after register with the date of any such sale or licensing and thereafter diligently pursue the same. Borrower shall provide to Lenders, at least quarterly, a written report as to all such additional intellectual property rights, including, without limitation, revisions or additions to the intellectual property rights listed on such EXHIBITS A, B and C, together with copies of all filings with respect thereto made with United States U.S. Patent and Trademark Office or those Patents which are material to the United States Copyright Office, as applicablevalue of a Material Product. Borrower shall execute and deliver such additional instruments and documents from time to time as Lenders the Agent shall reasonably request to perfect the Agent's and the Lenders' security interests interest in such additional intellectual property rightsthe Intellectual Property Collateral (as defined in the Intellectual Property Security Agreement).

Registration of Intellectual Property Rights. Borrower shall not register any Copyrights or cause Mask Works in the United States Copyright Office unless it: (i) has given at least fifteen (15) days' prior written notice to be registered (Bank of its intent to register such Copyrights or Mask Works and has provided Bank with a copy of the extent not already registered) application it intends to file with the United States Patent Copyright Office (excluding exhibits thereto); (ii) executes a security agreement/IP Agreement or such other documents as Bank may reasonably request in order to maintain the perfection and Trademark Office or the United States Copyright Office, as applicable, those intellectual property rights listed on EXHIBITS A, B and C to the Collateral Assignment, Patent Mortgage and Security Agreement delivered to Lenders by Borrower in connection with this Agreement within thirty (30) days priority of the date of this Agreement. Borrower shall register or cause to be registered with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, those additional intellectual property rights developed or acquired by Borrower from time to time in connection with any product, prior to the sale or licensing of such product to any third party including, without limitation, revisions or additions to the intellectual property rights listed on such EXHIBITS A, B and C, provided that, (i) Bank's security interest in the case of copyrights Copyrights and Mask Works proposed to be registered with the United States Copyright Office, Borrower shall have 90 days after the date of any such sale or licensing in which to so register such copyrights, ; and (iiiii) in records such IP Agreement with the case of patents, Borrower shall be required to file applications for such patents within a reasonable time after United States Copyright Office contemporaneously with filing the date of any such sale or licensing and thereafter diligently pursue Copyright application(s) with the sameUnited States Copyright Office. Borrower shall promptly provide to Lenders, at least quarterly, Bank a written report as to all such additional intellectual property rights, including, without limitation, revisions or additions to copy of the intellectual property rights listed on such EXHIBITS A, B and C, together Copyright application(s) filed with copies of all filings with respect thereto made with United States Patent and Trademark Office or the United States Copyright Office, as applicabletogether with evidence of the recording of the IP Agreement necessary for Bank to maintain the perfection and priority of its security interest in such Copyrights or Mask Works. Borrower shall execute provide written notice to Bank of any application filed by Borrower in the United States Patent Trademark Office for a patent or to register a trademark or service xxxx within 30 days of any such filing. Borrower shall: (i) protect, defend and deliver maintain the validity and enforceability of all material Intellectual Property; (ii) promptly advise Bank in writing of material infringements of such additional instruments Intellectual Property; and documents from time (iii) not allow any Intellectual Property material to time as Lenders Borrower's business to be abandoned, forfeited or dedicated to the public without Bank's written consent, which shall reasonably request to perfect Lenders' security interests in such additional intellectual property rightsnot be unreasonably withheld, unless Borrower determines that reasonable business practices suggest that abandonment, forfeit or dedication is appropriate."

Registration of Intellectual Property Rights. Borrower shall register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, : (i) those intellectual property rights listed on EXHIBITS Exhibits A, B and C to the Collateral Assignment, Patent Mortgage and Intellectual Property Security Agreement delivered to Lenders Bank by Borrower in connection with this Agreement Agreement, within thirty (30) days of the date of this Agreement. , (ii) all registerable intellectual property rights Borrower shall register or cause has developed as of the date of this Agreement but heretofore failed to be registered with register, within thirty (30) days of the United States Patent date of this Agreement, and Trademark Office or the United States Copyright Office, as applicable, (iii) those additional intellectual property rights developed or acquired by Borrower from time to time in connection with any productproduct or service, prior to the sale or licensing of such product or the rendering of such service to any third party includingparty, and prior to Borrower's use of such product (including without limitation, limitation major revisions or additions to the intellectual property rights listed on such EXHIBITS Exhibits A, B and C, provided that, (i) in the case of copyrights to be registered with the United States Copyright Office, Borrower shall have 90 days after the date of any such sale or licensing in which to so register such copyrights, and (ii) in the case of patents, Borrower shall be required to file applications for such patents within a reasonable time after the date of any such sale or licensing and thereafter diligently pursue the same). Borrower shall provide to Lenders, at least quarterly, a written report as to give Bank notice of all such additional intellectual property rights, including, without limitation, revisions applications or additions to the intellectual property rights listed on such EXHIBITS A, B and C, together with copies of all filings with respect thereto made with United States Patent and Trademark Office or the United States Copyright Office, as applicableregistrations. Borrower shall execute and deliver such additional instruments and documents from time to time as Lenders Bank shall reasonably request to perfect LendersBank's security interest in the Intellectual Property Collateral. Borrower shall (i) protect, defend and maintain the validity and enforceability of the Trademarks, Patents and Copyrights, (ii) use its best efforts to detect infringements of the Trademarks, Patents and Copyrights and promptly advise Bank in writing of material infringements detected and (iii) not allow any material Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of Bank, which shall not be unreasonably withheld. Bank may audit Borrower's Intellectual Property Collateral to confirm compliance with this Section, provided such audit may not occur more often than once per year, unless an Event of Default has occurred and is continuing. Bank shall have the right, but not the obligation, to take, at Borrower's sole expense, any actions that Borrower is required under this Section to take but which Borrower fails to take, after fifteen (15) days' security interests notice to Borrower. Borrower shall reimburse and indemnify Bank for all reasonable costs and reasonable expenses incurred in such additional intellectual property rightsthe reasonable exercise of its rights under this Section.

Registration of Intellectual Property Rights. Borrower shall not register any Copyrights or cause to be registered (to the extent not already registered) Mask Works with the United States Patent Copyright Office unless it: (i) has given at least fifteen (15) days' prior notice to Bank of its intent to register such Copyrights or Mask Works and Trademark Office or has provided Bank with a copy of the application it intends to file with the United States Copyright Office, Office (excluding exhibits thereto); (ii) executes a security agreement or such other documents as applicable, those intellectual property rights listed on EXHIBITS A, B Bank may reasonably request in order to maintain the perfection and C to priority of Bank's security interest in the Collateral Assignment, Patent Mortgage and Security Agreement delivered to Lenders by Borrower in connection with this Agreement within thirty (30) days proceeds of the date of this Agreement. Borrower shall register or cause to be registered with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, those additional intellectual property rights developed or acquired by Borrower from time to time in connection with any product, prior to the sale or licensing of such product to any third party including, without limitation, revisions or additions to the intellectual property rights listed on such EXHIBITS A, B and C, provided that, (i) in the case of copyrights Copyrights proposed to be registered with the United States Copyright Office, Borrower shall have 90 days after the date including, but not limited to, any Accounts arising out of any such sale or licensing in which to so register such copyrights, Copyrights; and (iiiii) in records such security documents with the case of patents, Borrower shall be required to file applications for such patents within a reasonable time after United States Copyright Office contemporaneously with filing the date of any such sale or licensing and thereafter diligently pursue Copyright application(s) with the sameUnited States Copyright Office. Borrower shall promptly provide to Lenders, at least quarterly, Bank a written report as to all such additional intellectual property rights, including, without limitation, revisions or additions to copy of the intellectual property rights listed on such EXHIBITS A, B and C, together Copyright application(s) filed with copies of all filings with respect thereto made with United States Patent and Trademark Office or the United States Copyright Office, as applicabletogether with evidence of the recording of the security documents necessary for Bank to maintain the perfection and priority of its security interest in the proceeds of such Copyrights or Mask Works, including, but not limited to, any Accounts arising out of such Copyrights or Mask Works. Borrower shall execute provide written notice to Bank of any application filed by Borrower in the United States Patent Trademark Office for a patent or to register a trademark or service mxxx, in each case within thirty (30) days of any such filing Borrower will (i) protect, defend and deliver such additional instruments maintain the validity and documents from time enforceability of any material Intellectual Property and promptly advise Bank in writing of material infringements and (ii) not allow any Intellectual Property material to time as Lenders shall reasonably request Borrower's business to perfect Lenders' security interests in such additional intellectual property rightsbe abandoned, forfeited or dedicated to the public without Bank's written consent.

Registration of Intellectual Property Rights. (a) Borrower shall shall, in its discretion, and in accordance with normal business practices, register or cause to be registered (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, those intellectual property rights listed on EXHIBITS Exhibits A, B and C to the Collateral Assignment, Patent Mortgage and Intellectual Property Security Agreement delivered to Lenders Bank by Borrower in connection with this Agreement within thirty (30) days of the date of this Agreement. Borrower shall shall, in its discretion, and in accordance with normal business practices, register or cause to be registered with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, those additional intellectual property rights developed or acquired by Borrower from time to time in connection with any product, product prior to the sale or licensing of such product to any third party including, without limitation, revisions or additions to the intellectual property rights listed on such EXHIBITS A, B and C, provided that, (i) in the case of copyrights to be registered with the United States Copyright Office, Borrower shall have 90 days after the date of any such sale or licensing in which to so register such copyrights, and (ii) in the case of patents, Borrower shall be required to file applications for such patents within a reasonable time after the date of any such sale or licensing and thereafter diligently pursue the same. Borrower shall provide to Lenders, at least quarterly, a written report as to all such additional intellectual property rightsparty, including, without limitation, revisions or additions to the intellectual property rights listed on such EXHIBITS Exhibits A, B and CC. Notwithstanding the foregoing, together upon the occurrence of an Event of Default, the Bank may require, in its discretion, that Borrower register or cause to be registered with copies of all filings with respect thereto made with the United States Patent and Trademark Office or the United States Copyright Office, as applicable. , any intellectual property rights developed or acquired by Borrower, including, without limitation, revisions or additions to the intellectual property rights listed on such Exhibits A, B and C. (b) Borrower shall execute and deliver such additional instruments and documents from time to time as Lenders Bank shall reasonably request to perfect LendersBank's security interest in the Intellectual Property Collateral. (c) Borrower shall (i) in its sole discretion, protect, defend and maintain the validity and enforceability of the Trademarks, Patents, Copyrights, and Mask Works, (ii) use its best efforts to detect infringements of the Trademarks, Patents, Copyrights and Mask Works and promptly advise Bank in writing of material infringements detected and (iii) not allow any Trademarks, Patents, Copyrights, or Mask Works to be abandoned, forfeited or dedicated to the public without written notice to Bank; provided, however, that the decision to abandon, forfeit or dedicate to the public such assets shall be solely within the discretion of the Borrower. (d) Bank shall have the right, but not the obligation, to take, at Borrower's sole expense, any actions that Borrower is required under this Section 6.13 to take but which Borrower fails to take, after fifteen (15) days' security interests notice to Borrower. Borrower shall reimburse and indemnify Bank for all reasonable costs and reasonable expenses incurred in such additional intellectual property rightsthe reasonable exercise of its rights under this Section 6.13.