Common use of As to Intellectual Property Clause in Contracts

As to Intellectual Property. (a) The Borrower will, and will cause each of its Subsidiaries to, take all actions necessary to ensure that no intellectual property lapses, becomes abandoned, dedicated to the public, invalid, unenforceable or subject to any adverse determination or development (including the institution of, or any adverse determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof or any court), unless the Borrower shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Administrative Agent) that any of such intellectual property is of negligible economic value to the Borrower or any such Subsidiary or (ii) have a valid business purpose (exercised in the ordinary course of business that is consistent with past practice). (b) In no event shall the Borrower, any of its Subsidiaries or any of their agents, employees, designees or licensees file an application for the registration of any intellectual property with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, unless it promptly informs the Administrative Agent, and upon request of the Administrative Agent, executes and delivers any and all agreements, instruments, documents and papers as the Administrative Agent may reasonably request to evidence the Administrative Agent’s first priority security interest in such intellectual property and the goodwill and general intangibles of the Borrower and each of its Subsidiaries relating thereto or represented thereby. (c) The Borrower and each of its Subsidiaries will take all necessary steps, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, any intellectual property, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and Taxes (except to the extent that dedication, abandonment or invalidation is permitted under clause (a)).

As to Intellectual Property. (a) The Borrower willExcept as permitted under the Credit Agreement, and will cause each no Grantor shall (i) do or fail to perform any act whereby any of its Subsidiaries to, take all actions necessary to ensure that no intellectual property lapses, becomes abandoned, the Patents may lapse or become abandoned or dedicated to the publicpublic or unenforceable, invalid(ii) do or permit any act or knowingly omit to do any act whereby any of the Trademarks may lapse or become invalid or unenforceable, or (iii) do or permit any act or knowingly omit to do any act whereby any of the Copyrights may lapse or become invalid or unenforceable or subject to any adverse determination or development (including the institution of, or any adverse determination or development in, any proceeding placed in the United States Patent and Trademark Officepublic domain except upon expiration of the end of an unrenewable term of a registration thereof, unless, in the United States Copyright Office or case of any foreign counterpart thereof or any courtof the foregoing requirements in clauses (i), unless the Borrower (ii) and (iii), such Grantor shall either (i) reasonably and in good faith determine (and notice that the loss of such determination shall have been delivered to the Administrative Agent) that any of such intellectual property is of negligible economic value to the Borrower or any such Subsidiary or (ii) Intellectual Property would not reasonably be expected have a valid business purpose (exercised in the ordinary course of business that is consistent with past practice)Material Adverse Effect. (b) In no event shall The Parent shall, together with the Borrower, any delivery of its Subsidiaries or financial statements pursuant to Section 5.01 of the Credit Agreement, deliver to the Administrative Agents notices detailing: (i) any filing of their agents, employees, designees or licensees file an application for the registration of any intellectual property Patent or Trademark with the United States Patent and Trademark OfficeOffice or corresponding offices in other countries of the world, (ii) new ownership interest in any Patent or Trademark or (ii) any Borrower receiving, as owner or exclusive licensee, a Copyright registration with the United States Copyright Office or any similar office or agency corresponding offices in any other country or any political subdivision thereof, unless it promptly informs countries of the Administrative Agentworld, and upon request of the either Administrative Agent, executes promptly execute and delivers any deliver a Patent Security Agreement or a Trademark Security Agreement, or a similar acknowledgement with respect to Copyrights in form and all agreementssubstance satisfactory to the Domestic Administrative Agent, instrumentsas applicable, and other documents and papers as the either Administrative Agent may reasonably request to evidence the Administrative Agent’s first priority its security interest in such intellectual property and the goodwill and general intangibles of the Borrower and each of its Subsidiaries relating thereto or represented therebyIntellectual Property. (c) The Borrower and each of its Subsidiaries will Parent shall take all necessary steps, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency and corresponding offices in any other country or any political subdivision thereofcountries of the world, to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, any intellectual propertythe Intellectual Property, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and Taxes taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clause (a) or (b)) or under the Credit Agreement. (d) As of the date hereof, each Grantor has executed and delivered to the Administrative Agents a Patent Security Agreement (each, a “Patent Security Agreement”) in substantially the form of Exhibit B-1 attached hereto, pursuant to which such Grantor has granted to the Administrative Agents, for the benefit of the Secured Parties, a security interest in all their respective Patents on Schedule I thereto (as such schedule may be amended or supplemented from time to time). (e) As of the date hereof, each Grantor has executed and delivered to the Administrative Agents a Trademark Security Agreement (each, a “Trademark Security Agreement”) in substantially the form of Exhibit B-2 attached hereto, pursuant to which such Grantor has granted to the Administrative Agents, for the benefit of the Secured Parties, a Table of Contents security interest in all their respective Trademarks on Schedule I thereto (as such schedule may be amended or supplemented from time to time). (f) As of the date hereof, each Grantor has executed and delivered to the Administrative Agents a Copyright Security Agreement (each, a “Copyright Security Agreement”) in substantially the form of Exhibit B-3 attached hereto, pursuant to which such Grantor has granted to the Administrative Agents, for the benefit of the Secured Parties, a security interest in all their respective Copyrights on Schedule I thereto (as such schedule may be amended or supplemented from time to time).

As to Intellectual Property. (a) The Borrower willExcept as permitted under the Credit Agreement, and will cause each no Grantor shall (i) do or fail to perform any act whereby any of its Subsidiaries to, take all actions necessary to ensure that no intellectual property lapses, becomes abandoned, the Patents may lapse or become abandoned or dedicated to the publicpublic or unenforceable, invalid(ii) do or permit any act or knowingly omit to do any act whereby any of the Trademarks may lapse or become invalid or unenforceable, or (iii) do or permit any act or knowingly omit to do any act whereby any of the Copyrights may lapse or become invalid or unenforceable or subject to any adverse determination or development (including the institution of, or any adverse determination or development in, any proceeding placed in the United States Patent and Trademark Officepublic domain except upon expiration of the end of an unrenewable term of a registration thereof, unless, in the United States Copyright Office or case of any foreign counterpart thereof or any courtof the foregoing requirements in clauses (i), unless the Borrower (ii) and (iii), such Grantor shall either (i) reasonably and in good faith determine (and notice that the loss of such determination shall have been delivered to the Administrative Agent) that any of such intellectual property is of negligible economic value to the Borrower or any such Subsidiary or (ii) Intellectual Property would not reasonably be expected have a valid business purpose (exercised in the ordinary course of business that is consistent with past practice)Material Adverse Effect. (b) In no event shall The Parent shall, together with the Borrower, any delivery of its Subsidiaries or financial statements pursuant to Section 5.01 of the Credit Agreement, deliver to the Administrative Agents notices detailing: (i) any filing of their agents, employees, designees or licensees file an application for the registration of any intellectual property Patent or Trademark with the United States Patent and Trademark OfficeOffice or corresponding offices in other countries of the world, (ii) new ownership interest in any Patent or Trademark or (ii) any Borrower receiving, as owner or exclusive licensee, a Copyright registration with the United States Copyright Office or any similar office or agency corresponding offices in any other country or any political subdivision thereof, unless it promptly informs countries of the Administrative Agentworld, and upon request of the either Administrative Agent, executes promptly execute and delivers any deliver a Patent Security Agreement or a Trademark Security Agreement, or a similar acknowledgement with respect to Copyrights in form and all agreementssubstance satisfactory to the Domestic Administrative Agent, instrumentsas applicable, and other documents and papers as the either Administrative Agent may reasonably request to evidence the Administrative Agent’s first priority its security interest in such intellectual property and the goodwill and general intangibles of the Borrower and each of its Subsidiaries relating thereto or represented therebyIntellectual Property. (c) The Borrower and each of its Subsidiaries will Parent shall take all necessary steps, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency and corresponding offices in any other country or any political subdivision thereofcountries of the world, to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, any intellectual propertythe Intellectual Property, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and Taxes taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clause (a) or (b)) or under the Credit Agreement. (d) As of the date hereof, each Grantor has executed and delivered to the Administrative Agents a Patent Security Agreement (each, a “Patent Security Agreement”) in substantially the form of Exhibit B-1 attached hereto, pursuant to which such Grantor has granted to the Administrative Agents, for the benefit of the Secured Parties, a security interest in all their respective Patents on Schedule I thereto (as such schedule may be amended or supplemented from time to time). (e) As of the date hereof, each Grantor has executed and delivered to the Administrative Agents a Trademark Security Agreement (each, a “Trademark Security Agreement”) in substantially the form of Exhibit B-2 attached hereto, pursuant to which such Grantor has granted to the Administrative Agents, for the benefit of the Secured Parties, a security interest in all their respective Trademarks on Schedule I thereto (as such schedule may be amended or supplemented from time to time). (f) As of the date hereof, each Grantor has executed and delivered to the Administrative Agents a Copyright Security Agreement (each, a “Copyright Security Agreement”) in substantially the form of Exhibit B-3 attached hereto, pursuant to which such Grantor has granted to the Administrative Agents, for the benefit of the Secured Parties, a security interest in all their respective Copyrights on Schedule I thereto (as such schedule may be amended or supplemented from time to time).