Common use of Duties of Grantor Clause in Contracts

Duties of Grantor. Each Grantor agrees to: (i) prosecute in accordance with its reasonable business judgment any patent application or trademark application included in the Patents or Marks, (ii) upon an Event of Default, make application on unpatented but patentable inventions owned by such Grantor and on unregistered Marks, as the case may be, as the Lender reasonably deems appropriate, (iii) file and prosecute opposition and cancellation proceedings in its reasonable business judgment and (iv) take all action necessary in its reasonable business judgment to preserve and maintain all rights in those Patents and Marks that are or shall be necessary in the operation of such Grantor’s business, including, making timely filings for renewals and extensions of any Patents and Marks and diligently monitoring unauthorized use thereof. Any expenses incurred in connection with the foregoing shall be borne by such Grantor. Each Grantor shall give proper statutory notice in connection with its use of each ▇▇▇▇ and each Patent to the extent necessary for the protection thereof. Each Grantor shall notify the Lender of any suit it commences to enforce any Patent or ▇▇▇▇ and shall provide the Lender with copies of any documents requested by the Lender relating to such suit. The Lender shall not have any duty with respect to the Patents and Marks other than to act lawfully and without gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Lender shall not be under any obligation to take any steps necessary to preserve rights in the Patents and Marks against any other party, but the Lender may do so at its option upon the occurrence and during the continuance of an Event of Default, and all reasonable expenses incurred in connection therewith shall be for the account of such Grantor and shall be added to the Obligations.

Appears in 1 contract

Sources: Security Agreement (Physicians Formula Holdings, Inc.)

Duties of Grantor. Each Grantor agrees shall have the duty to take any such actions as may be deemed necessary or appropriate by such Grantor in its reasonable business judgment, to: (i) prosecute in accordance with its reasonable business judgment diligently any patent application or trademark copyright application included in the Patents or MarksCopyrights, (ii) upon an Event of Default, make application on unpatented for registration of such uncopyrighted but patentable inventions owned by such copyrightable material as Grantor and on unregistered Marks, as the case may be, as the Lender reasonably deems appropriate, (iii) file place notices of copyright on all property embodying the Copyrights and prosecute opposition and cancellation proceedings in use its reasonable business judgment best efforts to have its licensees do the same and (iv) take all reasonable and necessary action necessary in its reasonable business judgment to preserve and maintain all of Grantor's rights in those Patents the Copyrights and Marks that are or shall be necessary in the operation of such Grantor’s businessLicenses including, includingwithout limitation, making timely filings for renewals and extensions of any Patents and Marks and diligently monitoring unauthorized use thereof. Notwithstanding the foregoing provisions of this Section 10 or any other provision of this Agreement, Grantor shall have the right to discontinue use or prosecution of any application or registration for any Copyright where such discontinuance is deemed necessary or desirable by Grantor in the exercise of its reasonable business judgment. Any expenses incurred in connection with the foregoing shall be borne by such Grantor. Each Grantor Neither the Administrative Agent nor any of the Holders of Secured Obligations shall give proper statutory notice in connection with its use of each ▇▇▇▇ and each Patent to the extent necessary for the protection thereof. Each Grantor shall notify the Lender of any suit it commences to enforce any Patent or ▇▇▇▇ and shall provide the Lender with copies of any documents requested by the Lender relating to such suit. The Lender shall not have any duty with respect to the Patents Copyrights and Marks other than to act lawfully and without gross negligence or willful misconductLicenses. Without limiting the generality of the foregoing, neither the Lender Administrative Agent nor any of the Holders of Secured Obligations shall not be under any obligation to take any steps necessary to preserve rights in the Patents and Marks Copyrights or Licenses against any other partyparties, but the Lender Administrative Agent may do so at its option upon from and after the occurrence and during the continuance of an Event of a Default, and all reasonable expenses incurred in connection therewith shall be for the sole account of such Grantor and shall be added to the ObligationsSecured Obligations secured hereby.

Appears in 1 contract

Sources: Credit Agreement (Steiner Leisure LTD)

Duties of Grantor. Each Grantor agrees toshall have the duty to the extent desirable in the conduct of Grantor’s business and consistent with Grantor’s current business practices or Grantor’s reasonable business judgment: (i) to prosecute in accordance with its reasonable business judgment diligently any patent application or trademark application included in that is part of the Patents pending as of the date hereof or Marks, thereafter until the termination of this Agreement; (ii) upon an Event of Default, to make application on such unpatented but patentable inventions owned by such as Grantor and on unregistered Marks, as the case may be, as the Lender reasonably deems appropriate, ; (iii) file and prosecute opposition and cancellation proceedings in its to take reasonable business judgment and (iv) take all action necessary in its reasonable business judgment steps to preserve and maintain all of Grantor’s rights in those the patent applications and patents that are part of the Patents and Marks that are (iv) obtain any consents, waivers or shall be agreements necessary in the operation of such Grantor’s business, including, making timely filings for renewals to enable Grantee to exercise its remedies with respect to any and extensions of any Patents and Marks and diligently monitoring unauthorized use thereofall Patent Collateral. Any expenses incurred in connection with the foregoing shall be borne by such Grantor. Each Grantor shall give proper statutory notice not abandon any right to file a patent application or any pending patent application or patent which is or shall be in connection with its use of each ▇▇▇▇ and each Patent the Grantor’s reasonable business judgment necessary or economically desirable to the extent necessary for the protection thereofoperation of Grantor’s business. Each Grantor Grantee shall notify the Lender of any suit it commences to enforce any Patent or ▇▇▇▇ and shall provide the Lender with copies of any documents requested by the Lender relating to such suit. The Lender shall not have any no duty with respect to the Patents and Marks other than to act lawfully and without gross negligence or willful misconductLicenses. Without limiting the generality of the foregoing, the Lender Grantee shall not be under any obligation to take any steps necessary to preserve rights in the Patents and Marks or Licenses against any other partyparties, but the Lender may do so at its option upon the occurrence and during the continuance of an Event of a Default, and all reasonable expenses incurred in connection therewith shall be for the sole account of such Grantor and shall be added to the ObligationsIndebtedness secured thereby.

Appears in 1 contract

Sources: Patent and License Security Agreement (GTC Biotherapeutics Inc)

Duties of Grantor. Each Grantor agrees shall have the duty to: (i) prosecute in accordance with its reasonable business judgment diligently any patent application or trademark copyright application included in the Patents or MarksCopyrights, (ii) upon the occurrence and during the continuance of an Event of Default, at the request of the Agent, make application on unpatented for registration of such uncopyrighted but patentable inventions copyrightable material owned by such Grantor and on unregistered Marks, as the case may be, as Managing Agents reasonably deem appropriate if the Lender failure to do so could reasonably deems appropriatebe expected to have a Material Adverse Effect, (iii) file place notices of copyright on all copyrightable property produced or owned by Grantor embodying the Copyrights and prosecute opposition and cancellation proceedings in use diligent reasonable efforts to have its reasonable business judgment licensees do the same and (iv) take all reasonable action necessary in its Grantor's reasonable business judgment consistent with past practices to preserve and maintain all of Grantor's rights in those Patents and Marks the Copyrights that are or shall be necessary in the operation of such Grantor’s 's business, including, without limitation, making timely filings for renewals and extensions of any Patents and Marks registered Copyrights and diligently monitoring unauthorized use thereof, unless the failure to do so could not reasonably be expected to have a Material Adverse Effect. Any expenses incurred in connection with the foregoing shall be borne by such Grantor. Each Grantor Neither the Agent nor the Lenders shall give proper statutory notice in connection with its use of each ▇▇▇▇ and each Patent to the extent necessary for the protection thereof. Each Grantor shall notify the Lender of any suit it commences to enforce any Patent or ▇▇▇▇ and shall provide the Lender with copies of any documents requested by the Lender relating to such suit. The Lender shall not have any duty with respect to the Patents and Marks Copyrights other than to act lawfully and without gross negligence or willful misconduct. Without limiting the generality of the foregoing, neither the Lender Agent nor the Lenders shall not be under any obligation to take any steps necessary to preserve rights in the Patents and Marks Copyrights against any other partyparties, but the Lender Agent may do so at its option upon the occurrence and during the continuance of an Event of Default, and all reasonable expenses incurred in connection therewith shall be for the sole account of such Grantor and shall be added to the Obligations.

Appears in 1 contract

Sources: Guarantor Security Agreement (Univision Communications Inc)

Duties of Grantor. Each Grantor agrees toshall have the duty to the extent desirable in the normal conduct of Grantor's business and consistent with Grantor's current business practices or Grantor's commercially reasonable business judgement: (i) to prosecute in accordance with its reasonable business judgment diligently any patent application or trademark application included in that is part of the Patents pending as of the date hereof or Marks, thereafter until the termination of this Agreement; (ii) upon an Event of Default, to make application on such unpatented but patentable inventions owned by such as Grantor and on unregistered Marks, as the case may be, as the Lender reasonably deems appropriate, ; and (iii) file and prosecute opposition and cancellation proceedings in its to take reasonable business judgment and (iv) take all action necessary in its reasonable business judgment steps to preserve and maintain all of Grantor's rights in those Patents the patent applications and Marks patents that are or shall be necessary in part of the operation of such Grantor’s business, including, making timely filings for renewals and extensions of any Patents and Marks and diligently monitoring unauthorized use thereofPatents. Any expenses incurred in connection with the foregoing shall be borne by such Grantor. Each Grantor shall give proper statutory notice not abandon any right to file a patent application or any pending patent application or patent which is or shall be, in connection with its use Grantor's commercially reasonable business judgement, necessary or economically desirable in the operation of each ▇▇▇▇ and each Patent to the extent necessary for the protection thereofGrantor's business. Each Grantor Neither Agent nor any Lender Party shall notify the Lender of any suit it commences to enforce any Patent or ▇▇▇▇ and shall provide the Lender with copies of any documents requested by the Lender relating to such suit. The Lender shall not have any duty with respect to the Patents and Marks other than to act lawfully and without gross negligence or willful misconductLicenses. Without limiting the generality of the foregoing, the neither Agent nor any Lender Party shall not be under any obligation to take any steps necessary to preserve rights in the Patents and Marks or Licenses against any other partyparties, but the Lender may do so at its option upon the occurrence and during the continuance of an Event of a Default, and all reasonable expenses incurred in connection therewith shall be for the sole account of such Grantor and shall be added to the ObligationsLiabilities secured hereby.

Appears in 1 contract

Sources: Patent and License Security Agreement (Global Technovations Inc)

Duties of Grantor. Each Grantor agrees to: (i) prosecute in accordance with its reasonable business judgment any patent application or trademark copyright application included in the Patents or MarksCopyrights, (ii) upon an Event of Default, make application on unpatented for registration of such uncopyrighted but patentable inventions copyrightable material owned by such Grantor and on unregistered Marks, as the case may be, as the Lender reasonably deems appropriate, (iii) place notices of copyright on all copyrightable property produced or owned by such Grantor embodying the Copyrights and cause its licensees to do the same, (iv) file and prosecute opposition and cancellation proceedings in its reasonable business judgment judgment, and (ivv) take all action necessary in its reasonable business judgment to preserve and maintain all of such Grantor’s rights in those Patents and Marks Copyrights that are or shall be necessary in the operation of such Grantor’s business, including, including making timely filings for renewals and extensions of any Patents and Marks registered Copyrights and diligently monitoring unauthorized use thereof. Any expenses incurred in connection with the foregoing shall be borne by such Grantorthe Grantors. Each Grantor shall give proper statutory notice in connection with its use of each ▇▇▇▇ and each Patent Copyright to the extent necessary for the protection thereof. Each Grantor shall notify the Lender of any suit suits it commences to enforce any Patent or ▇▇▇▇ Copyright and shall provide the Lender with copies of any documents requested by the Lender relating to such suitsuits. The Lender shall not have any duty with respect to the Patents and Marks Copyrights other than to act lawfully and without gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Lender shall not be under any obligation to take any steps necessary to preserve rights in the Patents and Marks Copyrights against any other party, but the Lender may do so at its option upon the occurrence and during the continuance of an Event of Default, and all reasonable expenses incurred in connection therewith shall be for the account of such Grantor and shall be added to the Obligations.

Appears in 1 contract

Sources: Security Agreement (Physicians Formula Holdings, Inc.)

Duties of Grantor. Each Grantor agrees toshall have the duty to the extent desirable in the conduct of Grantor’s business and consistent with Grantor’s current business practices or Grantor’s reasonable business judgment: (i) to prosecute in accordance with its reasonable business judgment diligently any patent application or trademark application included in that is part of the Patents pending as of the date hereof or Marks, thereafter until the termination of this Agreement; (ii) upon an Event of Default, to make application on such unpatented but patentable inventions owned by such as Grantor and on unregistered Marks, as the case may be, as the Lender reasonably deems appropriate, ; (iii) file and prosecute opposition and cancellation proceedings in its to take reasonable business judgment and (iv) take all action necessary in its reasonable business judgment steps to preserve and maintain all of Grantor’s rights in those the patent applications and patents that are part of the Patents and Marks that are (iv) obtain any consents, waivers or shall be agreements necessary in the operation of such Grantor’s business, including, making timely filings for renewals to enable Grantee to exercise its remedies with respect to any and extensions of any Patents and Marks and diligently monitoring unauthorized use thereofall Patent Collateral. Any expenses incurred in connection with the foregoing shall be borne by such Grantor. Each Grantor shall give proper statutory notice not abandon any right to file a patent application or any pending patent application or patent which is or shall be, in connection with its use of each ▇▇▇▇ and each Patent the Grantor’s reasonable business judgment, necessary or economically desirable to the extent necessary operation of Grantor’s business. Grantor agrees to retain an experienced patent attorney for the protection thereoffiling and prosecution of all such applications and other proceedings. Each Grantor Grantee shall notify the Lender of any suit it commences to enforce any Patent or ▇▇▇▇ and shall provide the Lender with copies of any documents requested by the Lender relating to such suit. The Lender shall not have any no duty with respect to the Patents and Marks other than to act lawfully and without gross negligence or willful misconductLicenses. Without limiting the generality of the foregoing, the Lender Grantee shall not be under any obligation to take any steps necessary to preserve rights in the Patents and Marks or Licenses against any other partyparties, but the Lender may do so at its option upon the occurrence and during the continuance of an Event of a Default, and all reasonable expenses incurred in connection therewith shall be for the sole account of such Grantor and shall be added to the ObligationsIndebtedness secured thereby.

Appears in 1 contract

Sources: Patent and License Security Agreement (GTC Biotherapeutics Inc)

Duties of Grantor. Each Grantor agrees shall have the duty to take any such actions as may be deemed necessary or appropriate by Grantor in its reasonable business judgment, to: (i) prosecute diligently any trademark application or service ▇▇▇▇ application that is part of the Trademarks pending as of the date hereof or hereafter until the termination of this Agreement, and (ii) make application for trademarks or service marks. Grantor further agrees to use its best efforts to maintain in accordance with its full force and effect the Trademarks and the Licenses that in Grantor's reasonable business judgment any patent application or trademark application included in the Patents or Marks, (ii) upon an Event of Default, make application on unpatented but patentable inventions owned by such Grantor and on unregistered Marks, as the case may be, as the Lender reasonably deems appropriate, (iii) file and prosecute opposition and cancellation proceedings in its reasonable business judgment and (iv) take all action necessary in its reasonable business judgment to preserve and maintain all rights in those Patents and Marks that are or shall be necessary or economically desirable in the operation of such Grantor’s 's business. Notwithstanding the foregoing provisions of this Section 10 or any other provision of this Agreement, including, making timely filings for renewals and extensions Grantor shall have the right to discontinue use or prosecution of any Patents and Marks and diligently monitoring unauthorized use thereofapplication or registration for any Trademark where such discontinuance is deemed necessary or desirable by Grantor in the exercise of its reasonable business judgment. Any expenses incurred in connection with the foregoing shall be borne by such Grantor. Each Grantor Neither the Administrative Agent nor any of the Holders of Secured Obligations shall give proper statutory notice in connection with its use of each ▇▇▇▇ and each Patent to the extent necessary for the protection thereof. Each Grantor shall notify the Lender of any suit it commences to enforce any Patent or ▇▇▇▇ and shall provide the Lender with copies of any documents requested by the Lender relating to such suit. The Lender shall not have any duty with respect to the Patents Trademarks and Marks other than to act lawfully and without gross negligence or willful misconductLicenses. Without limiting the generality of the foregoing, neither the Lender Administrative Agent nor any of the Holders of Secured Obligations shall not be under any obligation to take any steps necessary to preserve rights in the Patents and Marks Trademarks or Licenses against any other partyparties, but the Lender Administrative Agent may do so at its option upon from and after the occurrence and during the continuance of an Event of a Default, and all reasonable expenses incurred in connection therewith shall be for the sole account of such Grantor and shall be added to the ObligationsSecured Obligations secured hereby.

Appears in 1 contract

Sources: Credit Agreement (Steiner Leisure LTD)