Common use of Assignment and Grant of Security Interests Clause in Contracts

Assignment and Grant of Security Interests. As security for the prompt payment and performance of the Secured Obligations, Debtor hereby grants, assigns, transfers, and conveys to Agent, for the benefit of the Lender Group, continuing security interests in all of such Debtor's right, title and interest in, to and under the following property, whether now existing or hereafter acquired or arising and whether registered or unregistered (collectively, the "Patent Collateral"): (i) all letters patent of the U.S. or any other country, all registrations and recordings thereof, and all applications for letters patent of the U.S. or any other country, owned, held, or used by Debtor in whole or in part, including all existing U.S. patents and patent applications of Debtor which are described on Schedule A hereto, as the same may be amended or supplemented pursuant hereto from time to time, and together with and including all patent licenses held by Debtor, including such patent licenses which are described on Schedule A hereto, together with all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof and the inventions disclosed therein, and all rights corresponding thereto throughout the world, including the right to make, use, lease, sell and otherwise transfer the inventions disclosed therein, and all proceeds thereof, including all license royalties and proceeds of infringement suits (collectively, the "Patents"); (ii) all claims, causes of action and rights to ▇▇▇ for past, present and future infringement or unconsented use of any of the Patents and all rights arising therefrom and pertaining thereto; (iii) all general intangibles and all intangible intellectual or other similar property of Debtor of any kind or nature, whether now owned or hereafter acquired or developed, associated with or arising out of any of the Patents and not otherwise described above; and (iv) all products and Proceeds of any and all of the foregoing; provided, however, that Patent Collateral shall not include Excluded Collateral.

Assignment and Grant of Security Interests. As security for (i) To secure the prompt payment and performance of the Bridge Term Loan Secured Obligations, Debtor Debtors hereby grantsgrant, assignsassign, transfers, transfer and conveys convey to Agent, for the benefit of the Lender Group, Foothill a continuing security interests interest in all of such Debtor's Debtors' right, title and interest in, in and to and under the following property, whether now existing or hereafter acquired or arising and whether registered or unregistered (collectively, the "Patent Trademark Collateral"): (ia) all letters patent state (including common law) and federal trademarks, service marks and trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, together with and including all licenses therefor held by Debtors (unless otherwise prohibited by any license or related licensing agreement under circumstances where the granting of the U.S. security interest would have the effect under applicable law of terminating or any other countrypermitting termination of the license for breach (unless the licensor has consented to such grant or waived such termination remedy)), and all registrations and recordings thereof, and all applications for letters patent filed or to be filed in connection therewith, including registrations and applications in the PTO, any State of the U.S. United States and all extensions or any other country, owned, held, or used by Debtor in whole or in partrenewals thereof, including all existing U.S. patents and patent applications without limitation any of Debtor which are described the foregoing identified on Schedule A hereto, hereto (as the same may be amended amended, modified or supplemented pursuant hereto from time to time), and together with the right (but not the obligation) to register claims under any state or federal trademark law or regulation and including all patent licenses held by Debtorto apply for, including such patent licenses which are described on Schedule A heretorenew and extend any of the same, together with all reissuesto sue or bring opposition or cancellation proceedings in the name of Debtors or in the name of Foothill for past, divisions, continuations, renewals, extensions and continuations-in-part thereof and the inventions disclosed thereinpresent or future infringement or unconsented use thereof, and all rights corresponding thereto arising therefrom throughout the world, including the right to make, use, lease, sell and otherwise transfer the inventions disclosed therein, and all proceeds thereof, including all license royalties and proceeds of infringement suits world (collectively, the "PatentsTrademarks"); (iib) all claims, causes of action and rights to sue ▇▇▇ for past, present and or future infringement or unconsented use of any of the Patents Trademarks and all rights arising therefrom and pertaining thereto; (iiic) all general intangibles and all intangible intellectual or other similar property of Debtor of any kind or nature, whether now owned or hereafter acquired or developed, associated with related to or arising out of any of the Patents Trademarks and not otherwise described aboveall the goodwill of Debtors' businesses symbolized by the Trademarks or associated therewith and associated product lines to the extent embodying the Trademarks; and (ivd) all products and Proceeds of any and all of the foregoing. (ii) To secure the Other Secured Obligations, Debtors hereby grant, assign, transfer and convey to Foothill a continuing security interest in all of Debtors' right, title and interest in and to the following property, whether now existing or hereafter acquired or arising and whether registered or unregistered (collectively, the "Trademark Collateral"): (a) all state (including common law) and federal trademarks, service marks and trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, together with and including all licenses therefor held by Debtors (unless otherwise prohibited by any license or related licensing agreement under circumstances where the granting of the security interest would have the effect under applicable law of terminating or permitting termination of the license for breach (unless the licensor has consented to such grant or waived such termination remedy)), and all registrations and recordings thereof, and all applications filed or to be filed in connection therewith, including registrations and applications in the PTO, any State of the United States and all extensions or renewals thereof, including without limitation any of the foregoing identified on Schedule A hereto (as the same may be amended, modified or supplemented from time to time), and the right (but not the obligation) to register claims under any state or federal trademark law or regulation and to apply for, renew and extend any of the same, to sue or bring opposition or cancellation proceedings in the name of Debtors or in the name of Foothill for past, present or future infringement or unconsented use thereof, and all rights arising therefrom throughout the world (collectively, the "Trademarks"); (b) all claims, causes of action and rights to sue ▇▇▇ past, present or future infringement or unconsented use of any Trademarks and all rights arising therefrom and pertaining thereto; (c) all general intangibles related to or arising out of any of the Trademarks and all the goodwill of Debtors' businesses symbolized by the Trademarks or associated therewith; provided, however, that Patent Collateral shall not include Excluded Collateraland (d) all products and Proceeds of any and all of the foregoing.

Assignment and Grant of Security Interests. (i) As security for the prompt payment and performance of the Bridge Term Secured Obligations, Debtor Debtors hereby grantsassign, assigns, transferstransfer, and conveys convey to AgentSecured Party, for the benefit of the Lender Group, and hereby grant a continuing security interests in interest to Secured Party in, all of such Debtor's Debtors' right, title and interest in, to and under the following property, whether now existing or hereafter acquired or arising and whether registered or unregistered (collectively, the "Patent Collateral"): (ia) all letters patent of the U.S. or any other country, all registrations and recordings thereof, and all applications for letters patent of the U.S. or any other country, owned, held, held or used by Debtor Debtors in whole or in part, including all existing U.S. patents and patent applications of Debtor Debtors which are described on in Schedule A hereto, as the same may be amended or supplemented pursuant hereto from time to time, and together with and including all patent licenses held by DebtorDebtors (unless otherwise prohibited by any license or related licensing agreement under circumstances where the granting of the security interest would have the effect under applicable law of the termination or permitting termination of the license for breach and where the licensor, including other than any affiliate of Debtors, has elected such patent licenses which are described on Schedule A heretotermination remedy), together with all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof and the inventions disclosed therein, and all rights corresponding thereto throughout the world, including the right to make, use, lease, sell and otherwise transfer the inventions disclosed therein, and all proceeds thereof, including all license royalties and proceeds of infringement suits (collectively, the "Patents"); (iib) all claims, causes of action and rights to sue ▇▇▇ for past, present and future infringement or unconsented use of any of the Patents and all rights arising therefrom and pertaining thereto; (iiic) all general intangibles (as defined in the UCC) and all intangible intellectual or other similar property of Debtor Debtors of any kind or nature, whether now owned or hereafter acquired or developed, associated with or arising out of any of the Patents and not otherwise described above; and (ivd) all products and Proceeds of any and all of the foregoing. (ii) As security for the payment and performance of the Other Secured Obligations, Debtors hereby assign, transfer, and convey to Secured Party, and hereby grant a continuing security interest to Secured Party in, all of Debtors's right, title and interest in, to and under the following property, whether now existing or hereafter acquired or arising (collectively, the "Patent Collateral"): (a) all letters patent of the U.S. or any other country, all registrations and recordings thereof, and all applications for letters patent of the U.S. or any other country, owned, held or used by Debtors in whole or in part, including all existing U.S. patents and patent applications of Debtors which are described in Schedule A hereto, as the same may be amended or supplemented pursuant hereto from time to time, and together with and including all patent licenses held by Debtors (unless otherwise prohibited by any license or related licensing agreement under circumstances where the granting of the security interest would have the effect under applicable law of the termination or permitting termination of the license for breach and where the licensor, other than any affiliate of Debtors, has elected such termination remedy), together with all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof and the inventions disclosed therein, and all rights corresponding thereto throughout the world, including the right to make, use, lease, sell and otherwise transfer the inventions disclosed therein, and all proceeds thereof, including all license royalties and proceeds of infringement suits (collectively, the "Patents"); (b) all claims, causes of action and rights to sue ▇▇▇ past, present and future infringement or unconsented use of any of the Patents and all rights arising therefrom and pertaining thereto; (c) all general intangibles (as defined in the UCC) and all intangible intellectual or other similar property of Debtors of any kind or nature, whether now owned or hereafter acquired or developed, associated with or arising out of any of the Patents and not otherwise described above; provided, however, that Patent Collateral shall not include Excluded Collateraland (d) all products and Proceeds of any and all of the foregoing.

Assignment and Grant of Security Interests. As security for (i) To secure the prompt payment and performance of the Secured Bridge Term Loan Obligations, Debtor Debtors hereby grantsgrant, assignsassign, transfers, transfer and conveys convey to Agent, for the benefit of the Lender Group, Foothill continuing security interests in all of such Debtor's Debtors' right, title and interest in, in and to and under the following property, whether now existing or hereafter acquired or arising and whether registered or unregistered (collectively, the "Patent Trademark Collateral"): (ia) all letters patent state (including common law) and federal trademarks, service marks and trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, together with and including all licenses therefor held by Debtors (unless otherwise prohibited by any license or related licensing agreement under circumstances where the granting of the U.S. security interests would have the effect under applicable law of terminating or any other countrypermitting termination of the license for breach (unless the licensor has consented to such grant or waived such termination remedy)), and all registrations and recordings thereof, and all applications for letters patent filed or to be filed in connection therewith, including registrations and applications in the PTO, any State of the U.S. United States and all extensions or any other country, owned, held, or used by Debtor in whole or in partrenewals thereof, including all existing U.S. patents and patent applications without limitation any of Debtor which are described the foregoing identified on Schedule A hereto, hereto (as the same may be amended amended, modified or supplemented pursuant hereto from time to time), and together with the right (but not the obligation) to register claims under any state or federal trademark law or regulation and including all patent licenses held by Debtorto apply for, including such patent licenses which are described on Schedule A heretorenew and extend any of the same, together with all reissuesto sue ▇▇ bring opposition or cancellation proceedings in the name of Debtors or in the name of Foothill for past, divisions, continuations, renewals, extensions and continuations-in-part thereof and the inventions disclosed thereinpresent or future infringement or unconsented use thereof, and all rights corresponding thereto arising therefrom throughout the world, including the right to make, use, lease, sell and otherwise transfer the inventions disclosed therein, and all proceeds thereof, including all license royalties and proceeds of infringement suits world (collectively, the "PatentsTrademarks"); (iib) all claims, causes of action and rights to sue ▇▇▇ for past, present and or future infringement or unconsented use of any of the Patents Trademarks and all rights arising therefrom and pertaining thereto; (iiic) all general intangibles and all intangible intellectual or other similar property of Debtor of any kind or nature, whether now owned or hereafter acquired or developed, associated with related to or arising out of any of the Patents Trademarks and not otherwise described aboveall the goodwill of Debtors' businesses symbolized by the Trademarks or associated therewith and associated product lines to the extent embodying the Trademarks; and (ivd) all products and Proceeds of any and all of the foregoing. (ii) To secure the Other Obligations, Debtors hereby grant, assign, transfer and convey to Foothill continuing security interests in all of Debtors' right, title and interest in and to the following property, whether now existing or hereafter acquired or arising and whether registered or unregistered (collectively, the "Trademark Collateral"): (a) all state (including common law) and federal trademarks, service marks and trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, together with and including all licenses therefor held by Debtors (unless otherwise prohibited by any license or related licensing agreement under circumstances where the granting of the security interests would have the effect under applicable law of terminating or permitting termination of the license for breach (unless the licensor has consented to such grant or waived such termination remedy)), and all registrations and recordings thereof, and all applications filed or to be filed in connection therewith, including registrations and applications in the PTO, any State of the United States and all extensions or renewals thereof, including without limitation any of the foregoing identified on Schedule A hereto (as the same may be amended, modified or supplemented from time to time), and the right (but not the obligation) to register claims under any state or federal trademark law or regulation and to apply for, renew and extend any of the same, to sue ▇▇ bring opposition or cancellation proceedings in the name of Debtors or in the name of Foothill for past, present or future infringement or unconsented use thereof, and all rights arising therefrom throughout the world (collectively, the "Trademarks"); (b) all claims, causes of action and rights to sue ▇▇▇ past, present or future infringement or unconsented use of any Trademarks and all rights arising therefrom and pertaining thereto; (c) all general intangibles related to or arising out of any of the Trademarks and all the goodwill of Debtors' businesses symbolized by the Trademarks or associated therewith; provided, however, that Patent Collateral shall not include Excluded Collateraland (d) all products and Proceeds of any and all of the foregoing.