Grant of Security Interest in Trademarks. To secure the complete and timely payment, performance and satisfaction of all of the Obligations, the Borrower hereby grants to the Lender a security interest in, as and by way of a first mortgage and security interest having priority over all other security interests, with power of sale to the fullest extent permitted by applicable law, all of the Borrower's now owned or otherwise existing and hereafter acquired or arising: (i) trademarks, trade names, registered trademarks, trademark applications, service marks, registered service marks and service ▇▇▇▇ applications, including, without limitation, the trademarks, trade names, registered trademarks, trademark applications, service marks, registered service marks and service ▇▇▇▇ applications listed on Schedule 4.8 attached to the Note Purchase Agreement and made a part hereof ("SCHEDULE 4.8"), and (a) all renewals thereof, (b) all income, royalties, damages and payments now and hereafter due and/or payable under and with respect thereto, including, without limitation, payments under all licenses entered into in connection therewith and damages and payments for past or future infringements or dilutions thereof, (c) the right to ▇▇▇ for past, present and future infringements and dilutions thereof, (d) the goodwill of the Borrower's business symbolized by the foregoing and connected therewith and (e) all of the Borrower's rights corresponding thereto throughout the world (all of the foregoing trademarks, trade names, registered trademarks and trademark applications, service marks, registered service marks and service ▇▇▇▇ applications, together with the items described in clauses (a)-(e) in this Section 4, are hereinafter individually and/or collectively referred to as the "Trademarks"); and (ii) all proceeds of any and all of the foregoing, including, without limitation, license royalties and proceeds of infringement suits.
Appears in 1 contract
Sources: Intellectual Property Security Agreement (Immune Response Corp)
Grant of Security Interest in Trademarks. To secure the complete and timely payment, performance and satisfaction of all of the ObligationsLiabilities, the Borrower Grantors hereby grants grant to the Lender Administrative Agent, for the benefit of the Administrative Agent, the Lenders, the Issuing Banks and the other Holders, a security interest in, as and by way of a first mortgage and security interest having priority over all other security interests, with power of sale to the fullest extent permitted by applicable law, all of the Borrower's Grantors' now owned or otherwise existing and hereafter acquired or arising: :
(i) trademarks, trade names, registered trademarkstrade dress, trademark applicationsdesign marks, service marks, registered service marks logos, corporate names, company names, business names, domain names, trade styles and service ▇▇▇▇ applicationsother source of business identifiers, and all federal, state and foreign registrations, renewals and recordings thereof and all applications in connection therewith, including, without limitation, the trademarks, trade names, registered trademarks, trademark applications, service marks, registered service marks and service ▇▇▇▇ applications those listed on Schedule 4.8 SCHEDULE A attached to the Note Purchase Agreement hereto and made a part hereof ("SCHEDULE 4.8")hereof, and (a) all renewals thereof, (b) all income, royalties, damages and payments now and hereafter due and/or payable under and with respect thereto, including, without limitation, payments under all licenses entered into in connection therewith and damages and payments for past or future infringements or dilutions thereof, (cb) the right to ▇▇▇ for past, present and future infringements and dilutions thereof, (dc) the goodwill of the Borrower's business Grantors' businesses symbolized by the foregoing and connected therewith therewith, and (ed) all of the Borrower's Grantors' rights corresponding thereto throughout the world (all of the foregoing trademarks, trade names, registered trademarks and trademark applications, service marks, registered service marks and service ▇▇▇▇ applications, together with the items described in clauses (a)-(e) in this Section 4PARAGRAPH 4(I), are sometimes hereinafter individually and/or collectively referred to as the "Trademarks"); and and
(ii) all proceeds of rights under or interest in any and all of the foregoingtrademark or service ▇▇▇▇ licenses or agreements with any other party, whether either Grantor is a licensee or licensor, including, without limitation, license royalties those trademark or service ▇▇▇▇ licenses and proceeds agreements listed on SCHEDULE B attached hereto and made a part hereof, in each case to the extent assignable without violation thereof, together with any goodwill connected with and symbolized by any such trademark or service ▇▇▇▇ licenses and agreements, the right to collect and receive payments, including but not limited to royalties, under such licenses and agreements or damages for breach thereof and the right to prepare for sale and sell any and all Inventory now or hereafter owned by the Grantors and now or hereafter covered by such licenses and agreements and all rights corresponding thereto in the United States and any foreign country (all of infringement suitsthe foregoing are hereinafter referred to collectively as the "Licenses").
Appears in 1 contract
Sources: Trademark Security Agreement (Barneys New York Inc)
Grant of Security Interest in Trademarks. To secure the complete and timely payment, performance and satisfaction of all of the Obligations, the Borrower hereby grants to the Lender a security interest in, as and by way of a first mortgage and security interest having priority over all other security interests, with power of sale to the fullest extent permitted by applicable law, all of the Borrower's now owned or otherwise existing and hereafter acquired or arising: (i) trademarks, trade names, registered trademarks, trademark applications, service marks, registered service marks and service ▇▇▇▇ mark applications, including, without limitation, the trademarks, trade ▇▇▇de names, registered trademarks, trademark applications, service marks, registered service marks and service ▇▇▇▇ mark applications listed on Schedule 4.8 attached to the Note Purchase Agreement ▇▇▇eement and made a part hereof ("SCHEDULE 4.8"), and (a) all renewals thereof, (b) all income, royalties, damages and payments now and hereafter due and/or payable under and with respect thereto, including, without limitation, payments under all licenses entered into in connection therewith and damages and payments for past or future infringements or dilutions thereof, (c) the right to ▇▇▇ sue for past, present and future infringements and dilutions thereof, (d) the goodwill of the Borrower's business symbolized by the foregoing and connected therewith and (e) all of the Borrower's rights corresponding thereto throughout the world (all of the foregoing trademarks, trade names, registered trademarks and trademark applications, service marks, registered service marks and service ▇▇▇▇ mark applications, together with the items described in clauses (a)-(e) in ▇▇ this Section 4, are hereinafter individually and/or collectively referred to as the "Trademarks"); and (ii) all proceeds of any and all of the foregoing, including, without limitation, license royalties and proceeds of infringement suits.
Appears in 1 contract
Sources: Intellectual Property Security Agreement (Immune Response Corp)