GRANTOR'S REPRESENTATIONS AND WARRANTIES. The Grantors represent and warrant that: 4.1 Exhibit A is a true, correct and complete list of all registered Copyrights and material Copyright Licenses owned by the Grantors as of the date hereof. 4.2 Exhibit B is a true, correct and complete list of all registered or applied for Patents, and material Patent Licenses owned by the Grantors as of the date hereof. 4.3 Exhibit C is a true, correct and complete list of all registered or applied for Trademarks and material Trademark Licenses owned by the Grantors as of the date hereof. 4.4 Except as set forth in Exhibits A, B and C, none of the Intellectual Property set forth on such exhibits is the subject of any licensing or franchise agreement pursuant to which any Grantor is the licensor or franchisor as of the date hereof. 4.5 All IP Collateral is, and shall remain, free and clear of all Liens, encumbrances, or security interests in favor of any Person, other than Permitted Encumbrances and Liens in favor of the Collateral Agent. 4.6 Each Grantor owns or is licensed to use, all trademarks, trade names, copyrights, patents and other intellectual property material to its business, except for those which the failure to own or license could not reasonably be expected to result in a Material Adverse Effect, and the use thereof by the Grantor does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. To the knowledge of the Grantors, the use by the Grantors of the Intellectual Property does not infringe the rights of any Person, except for such infringements that would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Grantors, no holding, decision or judgment has been rendered by any Governmental Authority which would limit or cancel any Grantor’s rights in, any Intellectual Property in any respect that could reasonably be expected to have a Material Adverse Effect. 4.7 The Grantors shall give the Collateral Agent written notice (with reasonable detail) concurrently with the delivery of its financial statements under Sections 5.01(a) and (b) following the occurrence of any of the following: (a) The Grantors’ obtaining the registration of or filing applications for registration of, any new Intellectual Property, or otherwise acquiring ownership of any newly registered Intellectual Property (other than the Grantors’ right to sell products containing the trademarks of others in the ordinary course of the Grantors’ business). (b) The Grantors’ becoming entitled to the benefit of any registered Intellectual Property whether as licensee or licensor (other than the Grantors’ right to sell products containing the trademarks of others in the ordinary course of the Grantors’ business). (c) The Grantors’ knowing that any application or registration relating to any Necessary Intellectual Property may become forfeited, abandoned or dedicated to the public, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any opposition or cancellation proceeding in the PTO, the Copyright Office or any court or tribunal against Grantors) regarding the Grantors’ ownership of, or the validity of, any Necessary Intellectual Property or the Grantors’ right to register the same or to own and maintain the same.
Appears in 2 contracts
Sources: Intellectual Property Security Agreement, Intellectual Property Security Agreement (Advanced Audio Concepts, LTD)
GRANTOR'S REPRESENTATIONS AND WARRANTIES. The Grantors represent Grantor represents and warrant that:--------------------------------------------------------------------- warrants as follows -------------------
4.1 Exhibit A (i) The locations listed on Schedule B attached hereto and made a part ---------- hereof constitute all locations at which Inventory and/or Equipment are located; (ii) the chief executive office of the Grantor, where the Grantor keeps its records concerning the Collateral and the chattel paper evidencing the Collateral, is located at the address set forth for the Grantor on Schedule C ---------- attached hereto and made a truepart hereof; (iii) all records concerning any Account, correct any Material Contract and complete list all originals of all registered Copyrights contracts and material Copyright Licenses owned by other writings that evidence any Account are located at the Grantors as addresses listed on Schedule C attached hereto; and (iv) the Grantor has exclusive possession and ---------- control of the date hereof.
4.2 Exhibit B is a true, correct and complete list of all registered or applied for Patents, and material Patent Licenses owned by the Grantors as of the date hereof.
4.3 Exhibit C is a true, correct and complete list of all registered or applied for Trademarks and material Trademark Licenses owned by the Grantors as of the date hereof.
4.4 Except as set forth in Exhibits A, B and C, none of the Intellectual Property set forth on such exhibits is the subject of any licensing or franchise agreement pursuant to which any Grantor is the licensor or franchisor as of the date hereof.
4.5 All IP Collateral is, and shall remain, free and clear of all Liens, encumbrances, or security interests in favor of any Person, other than Permitted Encumbrances and Liens in favor of the Collateral Agent.
4.6 Each Grantor owns or is licensed to use, all trademarks, trade names, copyrights, patents and other intellectual property material to its business, except for those which the failure to own or license could not reasonably be expected to result in a Material Adverse Effect, Equipment and the use thereof by the Grantor does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. To the knowledge of the Grantors, the use by the Grantors of the Intellectual Property does not infringe the rights of any Person, except for such infringements that would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Grantors, no holding, decision or judgment has been rendered by any Governmental Authority which would limit or cancel any Grantor’s rights in, any Intellectual Property in any respect that could reasonably be expected to have a Material Adverse Effect.
4.7 The Grantors shall give the Collateral Agent written notice (with reasonable detail) concurrently with the delivery of its financial statements under Sections 5.01(a) and (b) following the occurrence of any of the following:
(a) The Grantors’ obtaining the registration of or filing applications for registration of, any new Intellectual Property, or otherwise acquiring ownership of any newly registered Intellectual Property (other than the Grantors’ right to sell products containing the trademarks of others in the ordinary course of the Grantors’ business)Inventory.
(b) The Grantors’ becoming entitled Grantor is the legal and beneficial owner of the Collateral free and clear of all Liens except for Liens permitted by Section 6.3 of the Loan Agreement. The Grantor has the power, authority and legal right to grant the security interests in the Collateral purported to be granted hereby, and to execute, deliver and perform this Agreement. The pledge of the Collateral pursuant to this Agreement creates a valid security interest in the Collateral. Upon the filing of appropriate financing statements in the filing offices set forth on Schedule E attached hereto, the recordation of appropriate ---------- documentation with the United States Copyright Office and the United States Patent and Trademark Office, as applicable, the giving of a Limited Liability Company Notice to the benefit Pledged Entities and the delivery to the Agent of the Certificates, as the case may be, the Secured Party will have a first-priority (except for any registered Intellectual Property whether as licensee Liens or licensor (other than security interests permitted under Section 6.3 of the Grantors’ right to sell products containing the trademarks Loan Agreement that have priority by operation of others law) perfected security interest in the ordinary course of the Grantors’ business)Collateral.
(c) The Grantors’ knowing that Pledged Securities and the Pledged Limited Liability Company Interests have been duly authorized and validly issued and are fully paid and nonassessable.
(d) No consent of any application Person, including any partner in a partnership with respect to which the Grantor has pledged its interest as a Pledged Partnership Interest or registration relating to any Necessary Intellectual Property may become forfeitedmember in a Pledged Entity, abandoned or dedicated is required for the pledge by the Grantor of the Collateral other than consents required under the agreements described on Schedule 3.2 to the publicLoan Agreement. ------------
(e) The Pledged Securities described on Schedule A attached hereto ---------- constitute (i) all of the shares of capital stock of any Person owned by the Grantor and (ii) that percentage of the issued and outstanding shares of the respective issuers thereof indicated on Schedule A attached hereto, and there ----------- is no other class of shares issued and outstanding of the respective issuers thereof except as set forth on Schedule A attached hereto. The Pledged ---------- Partnership Interests described on Schedule A attached hereto constitute all of ---------- the partnerships or joint ventures in which the Grantor has an interest, and the Grantor's respective percentage interest in each such partnership or joint venture is as set forth on such Schedule A attached hereto. The Pledged ---------- Limited Liability Company Interests described on Schedule A attached hereto ---------- constitute all of the Limited Liability Company Interests of the Grantor and the Grantor's respective percentage interest in each such Pledged Entity is as set forth on Schedule A attached hereto. The Pledged ---------- Limited Liability Company Interests described on Schedule A constitute (i) 100% ---------- of the Limited Liability Company Interests owned by the Grantor, and (ii) 100% of the Limited Liability Company interests of each Subsidiary directly owned by the Grantor.
(f) Subject to Section 16(j) hereof, no authorization, approval or other action by, and no notice to or filing with, any Governmental Authority (other than such authorizations, approvals and other actions as have already been taken and are in full force and effect) is required (A) for the pledge of the Collateral or the grant of the security interest in the Collateral by the Grantor hereby or for the execution, delivery or performance of this Agreement by the Grantor, or (B) for the exercise by the Agent of the voting rights in the Pledged Securities, the Pledged Partnership Interests and the Pledged Limited Liability Company Interests or of any adverse determination other rights or development remedies in respect of the Collateral hereunder except as may be required in connection with any disposition of Collateral consisting of securities by laws affecting the offering and sale of securities generally.
(includingg) The Grantor does not now own, without limitation, the institution is not a licensee of, and has not applied for any Patents. The Grantor does not now own, is not a licensee of, and has not applied for any Marks, other than those set forth on Schedule 3.5A to the Loan Agreement, none of which have been registered with, or any such determination or development infor which an application for registration has been made with, any opposition or cancellation proceeding in the PTOGovernmental Authority.
(h) The Grantor does not now own, the Copyright Office or any court or tribunal against Grantors) regarding the Grantors’ ownership is not a licensee of, and has not applied for any Copyrights.
(i) The deposit accounts listed on Schedule D attached hereto and made a ---------- part hereof constitute all deposit accounts maintained by the Grantor [(other than any payroll or other operating account having a balance not greater than $250,000 at any time (and provided that such excluded accounts shall not at any time have an aggregate balance in excess of $2,000,000).]
(j) None of the validity ofMaterial Contracts contains provisions prohibiting the assignment thereof by the Grantor to the Lenders, any Necessary Intellectual Property or which has not been waived by the Grantors’ right counterparty thereto pursuant to register the same or to own and maintain the samea Consent.
Appears in 2 contracts
Sources: Security Agreement (Entravision Communications Corp), Security Agreement (Entravision Communications Corp)
GRANTOR'S REPRESENTATIONS AND WARRANTIES. The Grantors represent Grantor hereby represents and warrant warrants to Secured Party that:
4.1 Exhibit A is a true, correct and complete list of all registered Copyrights and material Copyright Licenses owned by the Grantors as of the date hereof.
4.2 Exhibit B is a true, correct and complete list of all registered or applied for Patents, and material Patent Licenses owned by the Grantors as of the date hereof.
4.3 Exhibit C is a true, correct and complete list of all registered or applied for Trademarks and material Trademark Licenses owned by the Grantors as of the date hereof.
4.4 Except as set forth in Exhibits A, B and C, none of the Intellectual Property set forth on such exhibits is the subject of any licensing or franchise agreement pursuant to which any Grantor is the licensor or franchisor as of the date hereof.
4.5 All IP Collateral is, and shall remain, free and clear of all Liens, encumbrances, or security interests in favor of any Person, other than Permitted Encumbrances and Liens in favor of the Collateral Agent.
4.6 Each Grantor owns or is licensed to use, all trademarks, trade names, copyrights, patents and other intellectual property material to its business, except for those which the failure to own or license could not reasonably be expected to result in a Material Adverse Effect, and the use thereof by the Grantor does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. To the knowledge of the Grantors, the use by the Grantors of the Intellectual Property does not infringe the rights of any Person, except for such infringements that would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Grantors, no holding, decision or judgment has been rendered by any Governmental Authority which would limit or cancel any Grantor’s rights in, any Intellectual Property in any respect that could reasonably be expected to have a Material Adverse Effect.
4.7 The Grantors shall give the Collateral Agent written notice (with reasonable detail) concurrently with the delivery of its financial statements under Sections 5.01(a) and (b) following the occurrence of any of the following:
(a) The Grantors’ obtaining Security Interests in the registration of or filing applications for registration ofCollateral granted to Secured Party pursuant to this Security Agreement are valid and binding security interests in the Collateral (subject to no other Liens, any new Intellectual Property, or otherwise acquiring ownership of any newly registered Intellectual Property (other than the Grantors’ right to sell products containing the trademarks of others in the ordinary course of the Grantors’ businessPermitted Liens).
(b) The Grantors’ becoming entitled Upon the execution and delivery by the parties hereto of this Security Agreement, (i) with respect to the benefit Collateral Account, all financial assets credited thereto and all security entitlements in respect thereof, when the Control Agreement is executed and delivered by Grantor, Secured Party and Custodian with respect to the Collateral Account, the Security Interest in the Collateral Account, all financial assets credited thereto and all security entitlements in respect thereto created hereunder in favor of Secured Party will constitute a valid and perfected, first priority security interest securing the Secured Obligations, such Security Interest will not be subject to any registered Intellectual Property whether as licensee or licensor (Liens other than the Grantors’ right to sell products containing the trademarks of others Permitted Liens, and Secured Party will have Control (as defined in the ordinary course Section 8-106, Section 9-104 or Section 9-106, as applicable, of the Grantors’ business)UCC) thereof and (ii) no action based on an adverse claim to such security entitlement or such financial asset, whether framed in conversion, replevin, constructive trust, equitable lien or other theory, may be asserted against Secured Party.
(c) The Grantors’ knowing With respect to all Collateral that any application or registration relating to any Necessary Intellectual Property may become forfeited, abandoned or dedicated be perfected by filing a financing statement pursuant to the publicUCC, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any opposition or cancellation proceeding when a UCC financing statement is filed in the PTOappropriate office against Grantor in the location listed on Schedule 1 (naming Grantor as the debtor and Secured Party as the secured party), Secured Party will have a valid and perfected security interest in such Collateral as security for the Copyright Office or any court or tribunal against Grantorspayment and performance of the Secured Obligations, subject only to liens permitted by the Master Agreement.
(d) regarding ▇▇▇▇▇▇▇’s full legal name as of the Grantors’ ownership ofdate hereof is as specified in the first paragraph of this Security Agreement. The location of Grantor’s registered head office and sole place of business as of the date hereof is ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, Toronto, Ontario M4W 2B8.
(e) Grantor has rights (or the validity of, any Necessary Intellectual Property or the Grantors’ right power to register the same or transfer rights) in each item of Collateral upon which it purports to own and maintain the samegrant a Security Interest hereunder.
Appears in 1 contract
GRANTOR'S REPRESENTATIONS AND WARRANTIES. The Grantors represent Each Grantor represents and warrant thatwarrants (and, to the extent applicable, covenants) as follows:
4.1 Exhibit (i) The locations listed in Part I of Schedule A attached hereto and made a part hereof constitute all locations, by street address, at which Equipment is located as of the date of this Agreement; and the locations referred to in Part II of Schedule A attached hereto constitute all locations, by street address, at which Inventory is located as of the date of this Agreement; (ii) the chief executive office of such Grantor is located as of the date of this Agreement (and has been located for the past five (5) years) at the address set forth for such Grantor on Schedule B attached hereto and made a part hereof; (iii) all records concerning any Account and all originals of all contracts and other writings which evidence any Account are located as of the date of this Agreement at the addresses listed on Schedule B attached hereto; (iv) such Grantor’s exact legal name (as it appears in such Grantor’s organizational documents, as amended, as filed with such Grantor’s jurisdiction of organization), and the place of formation of such Grantor, are, as of the date of this Agreement, (and have been for the past five (5) years) as set forth in Schedule E attached hereto; (v) each trade name or other fictitious name under which such Grantor conducts business, or has conducted business in the 12-month period preceding the Effective Date, is set forth on Schedule E attached hereto; and (vi) such Grantor’s state organizational identification number, if any, as of the date of this Agreement, is set forth on Schedule E attached hereto.
(b) Such Grantor is the legal and beneficial owner of the Collateral owned by it free and clear of all Liens except for Liens permitted by Section 6.02 of the Credit Agreement. Such Grantor has the power, authority and legal right to grant the security interest in the Collateral owned by it and purported to be granted hereby, and to execute, deliver and perform this Agreement. The pledge of the Collateral owned by it pursuant to this Agreement creates a valid security interest in such Collateral. Upon (i) the filing of appropriate financing statements in the filing offices set forth on Schedule E attached hereto, (ii) the making of appropriate filings with the United State Copyright Office and the United State Patent and Trademark Office, (iii) with respect to any Letter of Credit rights, obtaining the consent to the assignment of the proceeds of the relevant Letter of Credit by the issuer or any nominated person in respect thereof, except to the extent that such Letter of Credit right is a truesupporting obligation, correct and complete list (iv) the Secured Parties’ taking possession of all registered Copyrights money of such Grantor, and material Copyright Licenses (v) the execution of Deposit Account Control Agreements, the Secured Parties will have a first-priority (except for any Liens or security interests permitted under Section 6.02 of the Credit Agreement) perfected security interest in the Collateral owned by such Grantor for which perfection is governed by the UCC (other than in proceeds, to the extent such a security interest may be perfected under the UCC only by possession) or achieved by filing with the United States Copyright Office or the United States Patent and Trademark Office.
(c) No authorization, approval or other action by, and no notice to or filing with, any Governmental Authority (other than such authorizations, approvals and other actions as have already been taken and are in full force and effect, the filings described in Section 5(b) above and compliance with the applicable perfection requirements, if any, of the laws of foreign jurisdictions) are required (i) for the pledge of the Collateral owned by it or the grant of the security interest in the Collateral owned by it by such Grantor hereby or for the execution, delivery or performance of this Agreement by such Grantor, or (ii) for the exercise by the Collateral Agent of the rights or remedies in respect of the Collateral hereunder.
(d) Schedule C attached hereto and made a part hereof sets forth all of such Grantor’s Deposit Accounts and all letters of credit issued for the benefit of the Grantors as of the date hereofof this Agreement. Such Grantor has no chattel paper or electronic chattel paper as of the date of this Agreement.
4.2 Exhibit B is (e) Schedule D attached hereto and made a true, correct part hereof sets forth all of such Grantor’s stock or other equity interests in its Subsidiaries and complete other investment property constituting Collateral (other than Deposit Accounts) and instruments as of the date of this Agreement.
(f) Schedule G sets forth a list of (i) all registered material license agreements to which the Grantors and any of their Subsidiaries are a party as a licensor and (ii) all material trademark license agreements and other material license agreements to which the Grantors or applied for Patentsany Subsidiaries are a party as licensee, in each case as of the Effective Date.
(g) Schedule H attached hereto and material Patent Licenses owned by made a part hereof sets forth in reasonable detail all of such Grantor’s commercial tort claims as of the date of this Agreement with respect to which such Grantor is claiming monetary damages of $1,000,000 or more and the aggregate amount of monetary damages claimed with respect to the commercial tort claims of all Grantors as of the date hereofof this Agreement that are not set forth on Schedule H hereto does not exceed $5,000,000.
4.3 Exhibit C is (h) Since the date of this Agreement, such Grantor has not made an assignment, transfer or agreement with respect to Intellectual Property in conflict with the provisions hereof or constituting a truepresent or future assignment, correct and complete list transfer, or encumbrance on any of all registered the Collateral other than as permitted under the Financing Documents.
(i) So long as the Agreement Termination Date has not occurred, it will not execute any effective security agreement or applied for Trademarks and material Trademark Licenses owned authorize the filing of any financing statement or similar instrument covering the Collateral except as otherwise contemplated or permitted hereby or by the Grantors as of Credit Agreement and the date hereofother Financing Documents.
4.4 Except as set forth in Exhibits A(j) To the best of such Grantor’s knowledge and belief following diligent inquiry, B and C, none no infringement or unauthorized use presently is being made of any of the Intellectual Property set forth on such exhibits is the subject of any licensing or franchise agreement pursuant to Licenses which any Grantor is the licensor has or franchisor as of the date hereof.
4.5 All IP Collateral is, and shall remain, free and clear of all Liens, encumbrances, or security interests in favor of any Person, other than Permitted Encumbrances and Liens in favor of the Collateral Agent.
4.6 Each Grantor owns or is licensed to use, all trademarks, trade names, copyrights, patents and other intellectual property material to its business, except for those which the failure to own or license could not may reasonably be expected to result in a Material Adverse Effecthave, and the use thereof by the Grantor does not infringe upon the rights of any other Person, except for any such infringements that, individually alone or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. To the knowledge of the Grantors, the use by the Grantors of the Intellectual Property does not infringe the rights of any Person, except for such infringements that would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Grantors, no holding, decision or judgment has been rendered by any Governmental Authority which would limit or cancel any Grantor’s rights in, any Intellectual Property in any respect that could reasonably be expected to have a Material Adverse Effect.
4.7 The Grantors shall give the Collateral Agent written notice (with reasonable detailk) concurrently with the delivery Such Grantor will not sell, assign or otherwise transfer any of its financial statements under Sections 5.01(a) and (b) following the occurrence of right, title or interest in any of the following:
(a) The Grantors’ obtaining the registration of or filing applications for registration of, any new Intellectual Property, or otherwise acquiring ownership of any newly registered Intellectual Property (other than except as permitted by the Grantors’ right to sell products containing the trademarks of others in the ordinary course of the Grantors’ business)Credit Agreement.
(b) The Grantors’ becoming entitled to the benefit of any registered Intellectual Property whether as licensee or licensor (other than the Grantors’ right to sell products containing the trademarks of others in the ordinary course of the Grantors’ business).
(c) The Grantors’ knowing that any application or registration relating to any Necessary Intellectual Property may become forfeited, abandoned or dedicated to the public, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any opposition or cancellation proceeding in the PTO, the Copyright Office or any court or tribunal against Grantors) regarding the Grantors’ ownership of, or the validity of, any Necessary Intellectual Property or the Grantors’ right to register the same or to own and maintain the same.
Appears in 1 contract
GRANTOR'S REPRESENTATIONS AND WARRANTIES. The Grantors represent (a) Grantor has good and warrant that:lawful right, title, and interest in and to the Leases, is entitled to receive the Rents from the Leases and from the Property, has full power and authority to assign the Leases as provided herein and to grant to and confer upon Grantee the powers, interests and authority set forth herein, and has not assigned the Leases or Rents to any other party;
4.1 Exhibit A is a true(b) Grantor has neither done any act nor omitted to do any act which might prevent Grantee from, correct and complete list of all registered Copyrights and material Copyright Licenses owned by the Grantors as or limit Grantee in, acting under any of the date hereof.provisions of this assignment of Leases and Rents;
4.2 Exhibit B is a true(c) All Leases provide for Rent to be paid monthly, correct and complete list of all registered or applied for Patentsin advance, and material Patent Licenses owned by the Grantors as Grantor has not accepted and will not accept payment of Rent for more than one (1) month in advance; provided, however, Grantor may accept payment of Rent two (2) months in advance if such Rent accepted two (2) months in advance does not exceed five percent (5%) of the date hereof.
4.3 Exhibit C is a trueRent collected during the applicable month; and there are no agreements, correct and complete list of all registered or applied for Trademarks and material Trademark Licenses owned by the Grantors as of the date hereof.
4.4 Except as set forth in Exhibits A, B and C, none of the Intellectual Property set forth on such exhibits is the subject of any licensing or franchise agreement pursuant to which any Grantor is the licensor or franchisor as of the date hereof.
4.5 All IP Collateral is, and shall remain, free and clear of all Liens, encumbrancesunderstandings, or security interests undertakings by Grantor providing for free or reduced Rent in favor of any Person, other than Permitted Encumbrances and Liens in favor of the Collateral Agent.
4.6 Each Grantor owns or is licensed to use, all trademarks, trade names, copyrights, patents and other intellectual property material to its business, except for those which the failure to own or license could not reasonably be expected to result in a Material Adverse Effect, and the use thereof by the Grantor does not infringe upon the rights of any other Person, except for any such infringements that, individually past or in the aggregatefuture except as provided in the Leases;
(d) Except as disclosed to Grantee in writing, Grantor is not now in default, the nature of which could not reasonably be expected to result in have a Material Adverse Effect. To material adverse impact on the knowledge financial condition of Grantor or the value of the GrantorsProperty, the use by the Grantors of the Intellectual Property does not infringe the rights of under any Person, except for such infringements that would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Grantors, no holding, decision or judgment has been rendered by any Governmental Authority which would limit or cancel any Grantor’s rights in, any Intellectual Property in any respect that could reasonably be expected to have a Material Adverse Effect.
4.7 The Grantors shall give the Collateral Agent written notice (with reasonable detail) concurrently with the delivery of its financial statements under Sections 5.01(a) and (b) following the occurrence provision of any of the following:Leases, and no tenant under any of the Leases has claimed or asserted any defense, offset, counterclaim, or abatement of rent, and that the Leases remain in full force and effect. Grantor further represents and warrants that it has no knowledge of any default by any tenant under any of the Leases that could materially adversely affect the value of the Property;
(ae) The Grantors’ obtaining This assignment of Leases and Rents, the registration Leases, the performance of each and every covenant of Grantor under the Leases, and the enforcement by Grantee of its rights hereunder does not conflict with, or filing applications for registration ofwill not conflict with, and does not constitute or will not constitute a breach or default, under any agreement, indenture or other instrument to which Grantor is a party, or so far as is known to Grantor, any new Intellectual Propertylaw, ordinance, administrative regulation or otherwise acquiring ownership court decree which is applicable to Grantor;
(f) No action has been brought or, so far as is known to Grantor, is threatened, which would interfere in any way with the right of any newly registered Intellectual Property (other than the Grantors’ right Grantor to sell products containing the trademarks execute and deliver this assignment of others Leases and Rents, and to perform all of Grantor's obligations contained in this assignment of Leases and Rents and in the ordinary course of the Grantors’ business).Leases; and
(bg) The Grantors’ becoming entitled to the benefit of any registered Intellectual Property whether as licensee or licensor (other than the Grantors’ right to sell products containing the trademarks of others in the ordinary course of the Grantors’ business).
(c) The Grantors’ knowing that any application or registration relating to any Necessary Intellectual Property may become forfeited, abandoned or dedicated to the public, or of any adverse determination or development (including, without limitationTo Grantor's knowledge, the institution ofLeases are valid, or any such determination or development in, any opposition or cancellation proceeding enforceable and in the PTO, the Copyright Office or any court or tribunal against Grantors) regarding the Grantors’ ownership of, or the validity of, any Necessary Intellectual Property or the Grantors’ right to register the same or to own full force and maintain the sameeffect.
Appears in 1 contract
Sources: Deed to Secure Debt, Assignment of Leases and Rents, and Security Agreement (Koger Equity Inc)
GRANTOR'S REPRESENTATIONS AND WARRANTIES. The Grantors represent (a) Grantor has good and warrant that:lawful right, title, and interest in and to the Leases, is entitled to receive the Rents from the Leases and from the Property, has full power and authority to assign the Leases as provided herein and to grant to and confer upon Grantee the powers, interests and authority set forth herein, and has not assigned the Leases or Rents to any other party;
4.1 Exhibit A is a true(b) Grantor has neither done any act nor omitted to do any act which might prevent Grantee from, correct and complete list of all registered Copyrights and material Copyright Licenses owned by the Grantors as or limit Grantee in, acting under any of the date hereof.provisions of this assignment of Leases and Rents;
4.2 Exhibit B is a true(c) All Leases provide for Rent to be paid monthly, correct and complete list of all registered or applied for Patentsin advance, and material Patent Licenses owned by the Grantors as Grantor has not accepted and will not accept payment of Rent for more than one (1) month in advance; provided, however, Grantor may accept payment of Rent two (2) months in advance if such Rent accepted two (2) months in advance does not exceed five percent (5%) of the date hereof.
4.3 Exhibit C is a trueRent collected during the applicable month; and there are no agreements, correct and complete list of all registered or applied for Trademarks and material Trademark Licenses owned by the Grantors as of the date hereof.
4.4 Except as set forth in Exhibits A, B and C, none of the Intellectual Property set forth on such exhibits is the subject of any licensing or franchise agreement pursuant to which any Grantor is the licensor or franchisor as of the date hereof.
4.5 All IP Collateral is, and shall remain, free and clear of all Liens, encumbrancesunderstandings, or security interests undertakings by Grantor providing for free or reduced Rent in favor of any Person, other than Permitted Encumbrances and Liens in favor of the Collateral Agent.
4.6 Each Grantor owns or is licensed to use, all trademarks, trade names, copyrights, patents and other intellectual property material to its business, except for those which the failure to own or license could not reasonably be expected to result in a Material Adverse Effect, and the use thereof by the Grantor does not infringe upon the rights of any other Person, except for any such infringements that, individually past or in the aggregatefuture except as provided in the Leases;
(d) Except as disclosed to Lender in writing, Grantor is not now in default, the nature of which could not reasonably be expected to result in have a Material Adverse Effect. To material adverse impact on the knowledge financial condition of Grantor or the value of the GrantorsProperty, the use by the Grantors of the Intellectual Property does not infringe the rights of under any Person, except for such infringements that would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Grantors, no holding, decision or judgment has been rendered by any Governmental Authority which would limit or cancel any Grantor’s rights in, any Intellectual Property in any respect that could reasonably be expected to have a Material Adverse Effect.
4.7 The Grantors shall give the Collateral Agent written notice (with reasonable detail) concurrently with the delivery of its financial statements under Sections 5.01(a) and (b) following the occurrence provision of any of the following:Leases, and no tenant under any of the Leases has claimed or asserted any defense, offset, counter-claim, or abatement of rent, and that the Leases remain in full force and effect. Grantor further represents and warrants that it has no knowledge of any default by any tenant under any of the Leases that could materially adversely affect the value of the Property;
(ae) The Grantors’ obtaining This assignment of Leases and Rents, the registration Leases, the performance of each and every covenant of Grantor under the Leases, and the enforcement by Grantee of its rights hereunder does not conflict with, or filing applications for registration ofwill not conflict with, and does not constitute or will not constitute a breach or default, under any agreement, indenture or other instrument to which Grantor is a party, or so far as is known to Grantor, any new Intellectual Propertylaw, ordinance, administrative regulation or otherwise acquiring ownership court decree which is applicable to Grantor;
(f) No action has been brought or, so far as is known to Grantor, is threatened, which would interfere in any way with the right of any newly registered Intellectual Property (other than the Grantors’ right Grantor to sell products containing the trademarks execute and deliver this assignment of others Leases and Rents, and to perform all of Grantor's obligations contained in this assignment of Leases and Rents and in the ordinary course of the Grantors’ business).Leases; and
(bg) The Grantors’ becoming entitled to the benefit of any registered Intellectual Property whether as licensee or licensor (other than the Grantors’ right to sell products containing the trademarks of others in the ordinary course of the Grantors’ business).
(c) The Grantors’ knowing that any application or registration relating to any Necessary Intellectual Property may become forfeited, abandoned or dedicated to the public, or of any adverse determination or development (including, without limitationTo Grantor's knowledge, the institution ofLeases are valid, or any such determination or development in, any opposition or cancellation proceeding enforceable and in the PTO, the Copyright Office or any court or tribunal against Grantors) regarding the Grantors’ ownership of, or the validity of, any Necessary Intellectual Property or the Grantors’ right to register the same or to own full force and maintain the sameeffect.
Appears in 1 contract
Sources: Deed to Secure Debt, Assignment of Leases and Rents, and Security Agreement (Koger Equity Inc)
GRANTOR'S REPRESENTATIONS AND WARRANTIES. The Grantors represent Grantor hereby represents and warrant warrants to each Applicable Lender that:
4.1 Exhibit A is a true, correct and complete list of all registered Copyrights and material Copyright Licenses owned by the Grantors as of the date hereof.
4.2 Exhibit B is a true, correct and complete list of all registered or applied for Patents, and material Patent Licenses owned by the Grantors as of the date hereof.
4.3 Exhibit C is a true, correct and complete list of all registered or applied for Trademarks and material Trademark Licenses owned by the Grantors as of the date hereof.
4.4 Except as set forth in Exhibits A, B and C, none of the Intellectual Property set forth on such exhibits is the subject of any licensing or franchise agreement pursuant to which any Grantor is the licensor or franchisor as of the date hereof.
4.5 All IP Collateral is, and shall remain, free and clear of all Liens, encumbrances, or security interests in favor of any Person, other than Permitted Encumbrances and Liens in favor of the Collateral Agent.
4.6 Each Grantor owns or is licensed to use, all trademarks, trade names, copyrights, patents and other intellectual property material to its business, except for those which the failure to own or license could not reasonably be expected to result in a Material Adverse Effect, and the use thereof by the Grantor does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. To the knowledge of the Grantors, the use by the Grantors of the Intellectual Property does not infringe the rights of any Person, except for such infringements that would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Grantors, no holding, decision or judgment has been rendered by any Governmental Authority which would limit or cancel any Grantor’s rights in, any Intellectual Property in any respect that could reasonably be expected to have a Material Adverse Effect.
4.7 The Grantors shall give the Collateral Agent written notice (with reasonable detail) concurrently with the delivery of its financial statements under Sections 5.01(a) and (b) following the occurrence of any of the following:
(a) The Grantors’ obtaining Security Interests in the registration of or filing applications for registration ofCollateral granted to the Applicable Lenders pursuant to this Security Agreement are valid and binding security interests in the Collateral (subject to no other Liens, any new Intellectual Property, or otherwise acquiring ownership of any newly registered Intellectual Property (other than the Grantors’ right to sell products containing the trademarks of others in the ordinary course of the Grantors’ businessPermitted Liens).
(b) The Grantors’ becoming entitled Upon the execution and delivery by the parties hereto of this Security Agreement, (i) with respect to each Applicable Lender’s Collateral Account, all financial assets credited thereto and all security entitlements in respect thereof, when a Control Agreement is executed and delivered by Grantor, such Applicable Lender and Custodian with respect to such Collateral Account, the benefit Security Interest in such Collateral Account, all financial assets credited thereto and all security entitlements in respect thereto created hereunder in favor of such Applicable Lender will constitute a valid and perfected, first priority security interest securing the Secured Obligations, such Security Interest will not be subject to any registered Intellectual Property whether as licensee or licensor (liens other than the Grantors’ right to sell products containing the trademarks of others Permitted Liens, and such Applicable Lender will have Control (as defined in the ordinary course Section 8-106, Section 9-104 or Section 9-106, as applicable, of the Grantors’ business)UCC) thereof and (ii) no action based on a valid adverse claim to such security entitlement or such financial asset, whether framed in conversion, replevin, constructive trust, equitable lien or other theory, may be successfully asserted against the Applicable Lenders.
(c) The Grantors’ knowing With respect to all Collateral that any application or registration relating to any Necessary Intellectual Property may become forfeited, abandoned or dedicated be perfected by filing a financing statement pursuant to the publicUCC, or when a UCC financing statement is filed in the appropriate office against Grantor in the location listed on Schedule 1 (naming Grantor as the debtor and such Applicable Lender as the secured party), such Applicable Lender will have a valid and perfected first priority security interest in such Collateral as security for the payment and performance of any adverse determination or development the Secured Obligations.
(including, without limitation, the institution of, d) The Advances made by each Applicable Lender or any such determination Agented Lender under the Loan Agreement and the pledge of the Relevant Collateral Shares (or development in, any opposition or cancellation proceeding security entitlements in respect thereof) by Grantor hereunder are not a device to secure the sale thereof.
(e) Grantor’s full legal name as of the date hereof is as specified in the PTOfirst paragraph of this Security Agreement. The location of Grantor’s place of business as of the date hereof is ▇, the Copyright Office or any court or tribunal against Grantors▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇-▇▇▇▇, ▇▇▇▇▇▇, Grand Duchy of Luxembourg.
(f) regarding the Grantors’ ownership of, Grantor has rights (or the validity of, any Necessary Intellectual Property or the Grantors’ right power to register the same or transfer rights) in each item of Collateral upon which it purports to own and maintain the samegrant a Security Interest hereunder.
Appears in 1 contract
GRANTOR'S REPRESENTATIONS AND WARRANTIES. The Grantors represent Grantor hereby represents and warrant warrants to the Security Agent and each Secured Party that:
4.1 Exhibit A is a true, correct and complete list of all registered Copyrights and material Copyright Licenses owned by the Grantors as of the date hereof.
4.2 Exhibit B is a true, correct and complete list of all registered or applied for Patents, and material Patent Licenses owned by the Grantors as of the date hereof.
4.3 Exhibit C is a true, correct and complete list of all registered or applied for Trademarks and material Trademark Licenses owned by the Grantors as of the date hereof.
4.4 Except as set forth in Exhibits A, B and C, none of the Intellectual Property set forth on such exhibits is the subject of any licensing or franchise agreement pursuant to which any Grantor is the licensor or franchisor as of the date hereof.
4.5 All IP Collateral is, and shall remain, free and clear of all Liens, encumbrances, or security interests in favor of any Person, other than Permitted Encumbrances and Liens in favor of the Collateral Agent.
4.6 Each Grantor owns or is licensed to use, all trademarks, trade names, copyrights, patents and other intellectual property material to its business, except for those which the failure to own or license could not reasonably be expected to result in a Material Adverse Effect, and the use thereof by the Grantor does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. To the knowledge of the Grantors, the use by the Grantors of the Intellectual Property does not infringe the rights of any Person, except for such infringements that would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Grantors, no holding, decision or judgment has been rendered by any Governmental Authority which would limit or cancel any Grantor’s rights in, any Intellectual Property in any respect that could reasonably be expected to have a Material Adverse Effect.
4.7 The Grantors shall give the Collateral Agent written notice (with reasonable detail) concurrently with the delivery of its financial statements under Sections 5.01(a) and (b) following the occurrence of any of the following:
(a) The Grantors’ obtaining Security Interests in the registration of or filing applications for registration ofCollateral granted to the Security Agent pursuant to this Security Agreement are valid and binding security interests in the Collateral (subject to no other Security, any new Intellectual Propertyother than Permitted Security, or otherwise acquiring ownership of any newly registered Intellectual Property (Transfer Restrictions, other than the Grantors’ right to sell products containing the trademarks of others in the ordinary course of the Grantors’ businessExisting Transfer Restrictions).
(b) The Grantors’ becoming entitled Upon the execution and delivery by the parties hereto of this Security Agreement, (i) when the share certificate evidencing the Nasdaq Collateral Shares is delivered to the Security Agent, along with signed transfer instruments endorsed in blank, the Security Interest in such Nasdaq Collateral Shares in favor of the Security Agent, for the benefit of the Secured Parties, will constitute a valid and perfected, first priority security interest securing the Secured Obligations, such Security Interest will not be subject to any registered Intellectual Property whether as licensee or licensor (Security, other than Permitted Security, or Transfer Restrictions, other than Existing Transfer Restrictions and (ii) with respect to the Grantors’ right Collateral Accounts, all financial assets credited thereto and all security entitlements in respect thereof, and all cash deposited therein, when a Control Agreement with respect to sell products containing such Collateral Account is executed and delivered by Grantor, the trademarks Security Agent and the Custodian with respect to such Collateral Account, the Security Interest in such Collateral Account, all financial assets credited thereto and all security entitlements in respect thereto, and all cash deposited therein, created hereunder in favor of others the Security Agent will constitute a valid and perfected, first priority security interest securing the Secured Obligations (which, in the ordinary course case of such security entitlements, will be a continuing first priority security interest), such Security Interest will not be subject to any Security other than Permitted Security or Transfer Restrictions other than Existing Transfer Restrictions, and the Security Agent will have Control (as defined in Section 8-106, Section 9-104 or Section 9-106, as applicable, of the Grantors’ business)UCC) thereof .
(c) The Grantors’ knowing that any application or registration relating to any Necessary Intellectual Property may become forfeited, abandoned or dedicated to the public, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any opposition or cancellation proceeding in the PTO, the Copyright Office or any court or tribunal against Grantors) regarding the Grantors’ ownership of, or the validity of, any Necessary Intellectual Property or the Grantors’ right to register the same or to own and maintain the same.
Appears in 1 contract
GRANTOR'S REPRESENTATIONS AND WARRANTIES. The Grantors represent and warrant that:
4.1 Exhibit A is a true, correct and complete list of all registered Copyrights and material Copyright Licenses owned by the Grantors as of the date hereof.
4.2 Exhibit B is a true, correct and complete list of all registered or applied for Patents, and material Patent Licenses owned by the Grantors as of the date hereof.
4.3 Exhibit C is a true, correct and complete list of all registered or applied for Trademarks and material Trademark Licenses owned by the Grantors as of the date hereof.
4.4 Except as set forth in Exhibits A, B and C, none of the Intellectual Property set forth on such exhibits is the subject of any licensing or franchise agreement pursuant to which any Grantor is the licensor or franchisor as of the date hereof.
4.5 All IP Collateral is, and shall remain, free and clear of all Liens, encumbrances, or security interests in favor of any Person, other than Permitted Encumbrances and Liens in favor of the Collateral Agent.
4.6 Each Grantor owns or is licensed hereby represents and warrants to use, all trademarks, trade names, copyrights, patents and other intellectual property material to its business, except for those which the failure to own or license could not reasonably be expected to result in a Material Adverse Effect, and the use thereof by the Grantor does not infringe upon the rights of any other Person, except for any such infringements each Applicable Lender that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. To the knowledge of the Grantors, the use by the Grantors of the Intellectual Property does not infringe the rights of any Person, except for such infringements that would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Grantors, no holding, decision or judgment has been rendered by any Governmental Authority which would limit or cancel any Grantor’s rights in, any Intellectual Property in any respect that could reasonably be expected to have a Material Adverse Effect.
4.7 The Grantors shall give the Collateral Agent written notice (with reasonable detail) concurrently with the delivery of its financial statements under Sections 5.01(a) and (b) following the occurrence of any of the following:
(a) The Grantors’ obtaining Security Interests in the registration of or filing applications for registration ofCollateral granted to the Applicable Lenders pursuant to this Security Agreement are valid and binding security interests in the Collateral (subject to no other Liens, any new Intellectual Property, or otherwise acquiring ownership of any newly registered Intellectual Property (other than the Grantors’ right to sell products containing the trademarks of others in the ordinary course of the Grantors’ businessPermitted Liens).
(b) The Grantors’ becoming entitled Upon the execution and delivery by the parties hereto of this Security Agreement, (i) with respect to each Applicable Lender’s Collateral Account, all financial assets credited thereto and all security entitlements in respect thereof, when a Control Agreement is executed and delivered by a Grantor, such Applicable Lender and a Custodian with respect to such Collateral Account, the benefit Security Interest in such Collateral Account, all financial assets credited thereto and all security entitlements in respect thereto created hereunder in favor of such Applicable Lender will constitute a valid and perfected, first priority security interest securing the Secured Obligations, such Security Interest will not be subject to any registered Intellectual Property whether as licensee or licensor (liens other than the Grantors’ right to sell products containing the trademarks of others Permitted Liens, and such Applicable Lender will have Control (as defined in the ordinary course Section 8-106, Section 9-104 or Section 9-106, as applicable, of the Grantors’ business)UCC) thereof and (ii) no action based on an adverse claim to such security entitlement or such financial asset, whether framed in conversion, replevin, constructive trust, equitable lien or other theory, may be asserted against the Applicable Lenders.
(c) The Grantors’ knowing With respect to all Collateral that any application or registration relating to any Necessary Intellectual Property may become forfeited, abandoned or dedicated be perfected by filing a financing statement pursuant to the publicUCC, or when UCC financing statements are filed in the appropriate office against each Grantor in Delaware (naming each Grantor as the debtor and such Applicable Lender as the secured party), such Applicable Lender will have a valid and perfected first priority security interest in such Collateral as security for the payment and performance of any adverse determination or development the Secured Obligations.
(including, without limitation, the institution of, i) The Advances made by each Applicable Lender or any Agented Lender under the Loan Agreement and the pledge of the Relevant Collateral Shares (or security entitlements in respect thereof) by the Grantors hereunder are not a device to secure the sale thereof, (ii) each Grantor has no expectation or intention that an Event of Default will occur under the Loan Agreement, (iii) each Grantor intends and expects to repay in full the respective Secured Obligations in a manner that will not result in a sale by any Applicable Lender of such determination or development in, any opposition or cancellation proceeding in Relevant Collateral Shares and (iv) the PTO, the Copyright Office or any court or tribunal against Grantors) regarding the Grantors’ ownership of, or the validity of, any Necessary Intellectual Property or the Grantors’ right to register the same or to own and maintain the samepledge of such Relevant Collateral Shares hereunder constitutes a bona fide pledge.
Appears in 1 contract
GRANTOR'S REPRESENTATIONS AND WARRANTIES. The Grantors represent Grantor hereby represents and warrant warrants to each Applicable Lender that:
4.1 Exhibit A is a true, correct and complete list of all registered Copyrights and material Copyright Licenses owned by the Grantors as of the date hereof.
4.2 Exhibit B is a true, correct and complete list of all registered or applied for Patents, and material Patent Licenses owned by the Grantors as of the date hereof.
4.3 Exhibit C is a true, correct and complete list of all registered or applied for Trademarks and material Trademark Licenses owned by the Grantors as of the date hereof.
4.4 Except as set forth in Exhibits A, B and C, none of the Intellectual Property set forth on such exhibits is the subject of any licensing or franchise agreement pursuant to which any Grantor is the licensor or franchisor as of the date hereof.
4.5 All IP Collateral is, and shall remain, free and clear of all Liens, encumbrances, or security interests in favor of any Person, other than Permitted Encumbrances and Liens in favor of the Collateral Agent.
4.6 Each Grantor owns or is licensed to use, all trademarks, trade names, copyrights, patents and other intellectual property material to its business, except for those which the failure to own or license could not reasonably be expected to result in a Material Adverse Effect, and the use thereof by the Grantor does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. To the knowledge of the Grantors, the use by the Grantors of the Intellectual Property does not infringe the rights of any Person, except for such infringements that would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Grantors, no holding, decision or judgment has been rendered by any Governmental Authority which would limit or cancel any Grantor’s rights in, any Intellectual Property in any respect that could reasonably be expected to have a Material Adverse Effect.
4.7 The Grantors shall give the Collateral Agent written notice (with reasonable detail) concurrently with the delivery of its financial statements under Sections 5.01(a) and (b) following the occurrence of any of the following:
(a) The Grantors’ obtaining Security Interests in the registration of or filing applications for registration ofCollateral granted to the Applicable Lenders pursuant to this Security Agreement are valid and binding security interests in the Collateral (subject to no other Liens, any new Intellectual Property, or otherwise acquiring ownership of any newly registered Intellectual Property (other than the Grantors’ right to sell products containing the trademarks of others in the ordinary course of the Grantors’ businessPermitted Liens).
(b) The Grantors’ becoming entitled Upon the execution and delivery by the parties hereto of this Security Agreement, (i) with respect to each Applicable Lender’s Collateral Account, all financial assets credited thereto and all security entitlements in respect thereof, when a Control Agreement is executed and delivered by each Grantor, such Applicable Lender and the benefit Custodian with respect to such Collateral Account, the Security Interest in such Collateral Account, all financial assets credited thereto and all security entitlements in respect thereto created hereunder in favor of such Applicable Lender will constitute a valid and perfected, first priority security interest securing the Secured Obligations, such Security Interest will not be subject to any registered Intellectual Property whether as licensee or licensor (liens other than the Grantors’ right to sell products containing the trademarks of others Permitted Liens, and such Applicable Lender will have Control (as defined in the ordinary course Section 8-106, Section 9-104 or Section 9-106, as applicable, of the Grantors’ business)UCC) thereof and (ii) no action based on an adverse claim to such security entitlement or such financial asset, whether framed in conversion, replevin, constructive trust, equitable lien or other theory, may be asserted against the Applicable Lenders.
(c) The Grantors’ knowing With respect to all Collateral that any application or registration relating to any Necessary Intellectual Property may become forfeited, abandoned or dedicated be perfected by filing a financing statement pursuant to the publicUCC, or when a UCC financing statement is filed in the appropriate office against the Grantor in the location listed on Schedule 1 (naming the Grantor as the debtor and such Applicable Lender as the secured party), such Applicable Lender will have a valid and perfected first priority security interest in such Collateral as security for the payment and performance of any adverse determination or development the Secured Obligations.
(including, without limitation, the institution of, i) The Advances made by each Applicable Lender or any Agented Lender under the Loan Agreement and the pledge of the Relevant Collateral Shares (or security entitlements in respect thereof) by the Grantor hereunder are not a device to secure the sale thereof, (ii) the Grantor has no expectation or intention that an Event of Default will occur under the Loan Agreement, (iii) the Grantor intends and expects to repay in full the respective Secured Obligations in a manner that will not result in a sale by any Applicable Lender of such determination or development in, any opposition or cancellation proceeding in Relevant Collateral Shares and (iv) the PTO, the Copyright Office or any court or tribunal against Grantors) regarding the Grantors’ ownership of, or the validity of, any Necessary Intellectual Property or the Grantors’ right to register the same or to own and maintain the samepledge of such Relevant Collateral Shares hereunder constitutes a bona fide pledge.
Appears in 1 contract
GRANTOR'S REPRESENTATIONS AND WARRANTIES. The Grantors represent (a) Grantor has good and warrant that:lawful right, title, and interest in and to the Leases, is entitled to receive the Rents from the Leases and from the Property, has full power and authority to assign the Leases as provided herein and to grant to and confer upon Grantee the powers, interests and authority set forth herein, and has not assigned the Leases or Rents to any other party;
4.1 Exhibit A is a true(b) Grantor has neither done any act nor omitted to do any act which might prevent Grantee from, correct and complete list of all registered Copyrights and material Copyright Licenses owned by the Grantors as or limit Grantee in, acting under any of the date hereof.provisions of this assignment of Leases and Rents;
4.2 Exhibit B is a true(c) All Leases provide for Rent to be paid monthly, correct and complete list of all registered or applied for Patentsin advance, and material Patent Licenses owned by the Grantors as Grantor has not accepted and will not accept payment of Rent for more than one (1) month in advance; provided, however, Grantor may accept payment of Rent two (2) months in advance if such Rent accepted two (2) months in advance does not exceed five percent (5%) of the date hereof.
4.3 Exhibit C is a trueRent collected during the applicable month; and there are no agreements, correct and complete list of all registered or applied for Trademarks and material Trademark Licenses owned by the Grantors as of the date hereof.
4.4 Except as set forth in Exhibits A, B and C, none of the Intellectual Property set forth on such exhibits is the subject of any licensing or franchise agreement pursuant to which any Grantor is the licensor or franchisor as of the date hereof.
4.5 All IP Collateral is, and shall remain, free and clear of all Liens, encumbrancesunderstandings, or security interests undertakings by Grantor providing for free or reduced Rent in favor of any Person, other than Permitted Encumbrances and Liens in favor of the Collateral Agent.
4.6 Each Grantor owns or is licensed to use, all trademarks, trade names, copyrights, patents and other intellectual property material to its business, except for those which the failure to own or license could not reasonably be expected to result in a Material Adverse Effect, and the use thereof by the Grantor does not infringe upon the rights of any other Person, except for any such infringements that, individually past or in the aggregatefuture except as provided in the Leases;
(d) Except as disclosed to Grantee in writing, Grantor is not now in default, the nature of which could not reasonably be expected to result in have a Material Adverse Effect. To material adverse impact on the knowledge financial condition of Grantor or the value of the GrantorsProperty, the use by the Grantors of the Intellectual Property does not infringe the rights of under any Person, except for such infringements that would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Grantors, no holding, decision or judgment has been rendered by any Governmental Authority which would limit or cancel any Grantor’s rights in, any Intellectual Property in any respect that could reasonably be expected to have a Material Adverse Effect.
4.7 The Grantors shall give the Collateral Agent written notice (with reasonable detail) concurrently with the delivery of its financial statements under Sections 5.01(a) and (b) following the occurrence provision of any of the following:Leases, and no tenant under any of the Leases has claimed or asserted any defense, offset, counter-claim, or abatement of rent, and that the Leases remain in full force and effect. Grantor further represents and warrants that it has no knowledge of any default by any tenant under any of the Leases that could materially adversely affect the value of the Property;
(ae) The Grantors’ obtaining This assignment of Leases and Rents, the registration Leases, the performance of each and every covenant of Grantor under the Leases, and the enforcement by Grantee of its rights hereunder does not conflict with, or filing applications for registration ofwill not conflict with, and does not constitute or will not constitute a breach or default, under any agreement, indenture or other instrument to which Grantor is a party, or so far as is known to Grantor, any new Intellectual Propertylaw, ordinance, administrative regulation or otherwise acquiring ownership court decree which is applicable to Grantor;
(f) No action has been brought or, so far as is known to Grantor, is threatened, which would interfere in any way with the right of any newly registered Intellectual Property (other than the Grantors’ right Grantor to sell products containing the trademarks execute and deliver this assignment of others Leases and Rents, and to perform all of Grantor's obligations contained in this assignment of Leases and Rents and in the ordinary course of the Grantors’ business).Leases; and
(bg) The Grantors’ becoming entitled to the benefit of any registered Intellectual Property whether as licensee or licensor (other than the Grantors’ right to sell products containing the trademarks of others in the ordinary course of the Grantors’ business).
(c) The Grantors’ knowing that any application or registration relating to any Necessary Intellectual Property may become forfeited, abandoned or dedicated to the public, or of any adverse determination or development (including, without limitationTo Grantor's knowledge, the institution ofLeases are valid, or any such determination or development in, any opposition or cancellation proceeding enforceable and in the PTO, the Copyright Office or any court or tribunal against Grantors) regarding the Grantors’ ownership of, or the validity of, any Necessary Intellectual Property or the Grantors’ right to register the same or to own full force and maintain the sameeffect.
Appears in 1 contract
Sources: Deed to Secure Debt, Assignment of Leases and Rents, and Security Agreement (Koger Equity Inc)
GRANTOR'S REPRESENTATIONS AND WARRANTIES. The Grantors represent and warrant that:
4.1 Exhibit A is a true, correct and complete list of all registered Copyrights and material Copyright Licenses owned by the Grantors as of the date hereof.
4.2 Exhibit B is a true, correct and complete list of all registered or applied for Patents, and material Patent Licenses owned by the Grantors as of the date hereof.
4.3 Exhibit C is a true, correct and complete list of all registered or applied for Trademarks and material Trademark Licenses owned by the Grantors as of the date hereof.
4.4 Except as set forth in Exhibits A, B and C, none of the Intellectual Property set forth on such exhibits is the subject of any licensing or franchise agreement pursuant to which any Grantor is the licensor or franchisor as of the date hereof.
4.5 All IP Collateral is, and shall remain, free and clear of all Liens, encumbrances, or security interests in favor of any Person, other than Permitted Encumbrances and Liens in favor of the Collateral Agent.
4.6 Each Grantor owns or is licensed to use, all trademarks, trade names, copyrights, patents represents and other intellectual property material to its business, except for those which the failure to own or license could not reasonably be expected to result in a Material Adverse Effect, and the use thereof by the Grantor does not infringe upon the rights of any other Person, except for any such infringements warrants that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. To the knowledge of the Grantors, the use by the Grantors of the Intellectual Property does not infringe the rights of any Person, except for such infringements that would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Grantors, no holding, decision or judgment has been rendered by any Governmental Authority which would limit or cancel any Grantor’s rights in, any Intellectual Property in any respect that could reasonably be expected to have a Material Adverse Effect.
4.7 The Grantors shall give the Collateral Agent written notice (with reasonable detail) concurrently with the delivery of its financial statements under Sections 5.01(a) and (b) following the occurrence of any of the following:
(a) The Grantors’ obtaining with respect to Collateral other than Marks, such Grantor is (or, to the registration extent that the Collateral is acquired after the date hereof, will be) the sole legal and beneficial owner of the Collateral to the extent of its respective interest therein; with respect to the Marks listed in Annex C (as such Annex may be amended from time to time), such Grantor is the registrant or filing applications for registration ofapplicant of record, any new Intellectual Propertyand with respect to registered Marks has the exclusive right to use the Marks in commerce in the United States on or in connection with the goods or services specified in the certificate of registration; there are no security interests in, liens, charges or encumbrances on, or otherwise acquiring ownership adverse claims of title to, or any newly registered Intellectual Property other interest whatsoever in, the Collateral to the extent of its respective interest therein or any portion thereof except Permitted Liens (other than the Grantors’ right to sell products containing the trademarks of others as defined in the ordinary course Indenture, including without limitation Liens that are created by this Security Agreement); and no financing statement, notice of lien, mortgage, deed of trust or instrument similar in effect covering the Grantors’ business).Collateral to the extent of its respective interest thereof or any portion thereof or any proceeds thereof ("Lien Notice") exists or is on file in any public office, except as relates to Permitted Liens, including without limitation liens as may have been filed in favor of Secured Party relating to this Security Agreement or related agreements, or for which duly executed termination statements have been delivered to Secured Party for filing;
(b) The Grantors’ becoming entitled such Grantor has full right, power and authority to execute, deliver and perform this Security Agreement. This Security Agreement constitutes a legally valid and binding obligation of such Grantor, enforceable against such Grantor in accordance with its terms. Subject to the benefit completion of any registered Intellectual Property whether as licensee or licensor the items identified in Section 4(c) below (other than and except to the Grantors’ right extent that registration of motor vehicles, possession of checks and instruments not required to sell products containing be delivered under Sections 4(g) and 5(c) are required for perfection), the trademarks provisions of others this Security Agreement are effective to create in favor of Secured Party a valid and enforceable first, prior and perfected security interest in the ordinary course Collateral to the extent of the Grantors’ business).such Grantor's interest therein subject only to Permitted Liens;
(c) The Grantors’ knowing that except for (i) the filing or recording of the financing statements and fixture filings done concurrently with the execution and delivery hereof and the filing of any application continuation statements and replacement financing statements as required in Section 5 below, (ii) the actual taking of possession of instruments constituting Collateral by the Secured Party hereunder, (iii) all consents received and actions taken in connection with the closing of the offering of the Notes, (iv) the actions contemplated by the parenthetical in the third sentence of Section 4(b), and (vi) any filings necessary to perfect Secured Party's security interest in any Patent, Trademark or Copyright, no authorization, approval or other action by, no notice to or registration relating or filing with, any person or entity, including without limitation, any stockholder or creditor of such Grantor or any governmental authority or regulatory body is required (x) for the grant by such Grantor of the security interest in the Collateral to the extent of its interest therein pursuant to this Security Agreement or for the execution, delivery or performance of this Security Agreement by such Grantor, (y) for the perfection or maintenance of such security interest created hereby, including the first priority nature of such security interest subject to Permitted Liens, or (except for notices required under the UCC) the exercise by Secured Party of the rights and remedies provided for in this Security Agreement (other than any required governmental consent or filing with respect to any Necessary Intellectual Property may become forfeitedPatents, abandoned Trademarks, Copyrights, governmental claims, tax refunds, licenses or dedicated permits; or the exercise of remedies requiring prior court approval, notices, consents, approvals or authorizations in connection with the sale of any securities under laws affecting the offering and sale of securities generally), or (z) for the enforceability of such security interest against third parties, including, without limitation, judgment lien creditors;
(d) except as indicated on Annex A, such Grantor does not do business, and for the previous five years has not done business, under any fictitious business names or trade names;
(e) the Collateral, to the publicextent of such Grantor's interest therein, has not been and will not be used or bought by such Grantor for personal, family or household purposes. In addition, the Collateral does not include crops, timber, farm products, minerals or the like or accounts resulting from the sale of such minerals at the wellhead or minehead;
(i) such Grantor's chief executive office is located at ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, such Grantor has no places of business other than such address and other places of business indicated on Annex B (as such Annex may be amended from time to time) and the Collateral, to the extent of such Grantor's interest therein, is now and will at all times hereafter be located at such Grantor's places of business or as such Grantor may otherwise notify Secured Party in writing;
(g) all originals of all promissory notes, other instruments or chattel paper which evidence the Receivables with a face or fair market value in each case in excess of $1,000,000 have been or shall be delivered to Secured Party (with all necessary or appropriate endorsements);
(h) none of the execution, delivery and performance of this Security Agreement by such Grantor, the consummation of the transactions herein contemplated, the fulfillment of the terms hereof or the exercise by Secured Party of any rights or remedies hereunder will constitute or result in a breach of any of the terms or provisions of, or constitute a default under, or constitute an event which with notice or lapse of time or both will result in a breach of or constitute a default under, any material agreement, indenture, mortgage, deed of trust, equipment lease, instrument or other document to which such Grantor is a party, conflict with or require approval, authorization, notice or consent under any material law, order, rule, regulation, license or permit applicable to such Grantor of any adverse determination court or development any federal or state government, regulatory body or administrative agency, or any other governmental body having jurisdiction over such Grantor or its properties or require notice, consent, approval or authorization by or registration or filing with any person or entity (including, without limitation, any stockholder or creditor of such Grantor) other than (i) any notices to such Grantor or any Guarantor from Secured Party required hereunder, (ii) notices and filings in connection with the institution ofperfection of Liens hereunder and (iii) notices, consents, approvals or authorizations in connection with the sale of any securities under laws affecting the offering and sale of securities generally. Except for documents entered into in connection with Permitted Liens or Indebtedness permitted under Section 4.10 of the Indenture, none of the Collateral, to the extent of such Grantor's interest therein, is subject to any material agreement, indenture, mortgage, deed of trust, equipment lease, instrument or other document to which such Grantor is a party which may restrict or inhibit Secured Party's rights or ability to sell or dispose of the Collateral, to the extent of such Grantor's interest therein, or any part thereof after the occurrence of an Event of Default (as defined herein);
(i) the Marks listed in Annex C (as such determination Annex may be amended from time to time) include all the United States federal registrations or development in, any opposition or cancellation proceeding applications filed in the PTOUnited States Patent and Trademark Office by such Grantor and said registered Marks are valid, subsisting and have not been cancelled. Such Grantor represents and warrants that except as indicated on Annex C, to the best of its knowledge, it has common law trademark rights in or is licensed to use or not prohibited from using all material Marks that it uses. Such Grantor further warrants that except as indicated on Annex C, it is aware of no third party claim that any material aspect of such Grantor's present or contemplated business operations infringes or will infringe such Grantor's ▇▇▇▇; and
(j) such Grantor represents and warrants that it is the true and lawful exclusive owner or licensee of all rights in the Patents listed in Annex D hereto (as such Annex may be amended from time to time) and in the Copyrights listed in Annex E hereto (as such Annex may be amended from time to time), that said Patents include all the United States patents and applications for United States patents that such Grantor owns and that said Copyrights constitute all the United States copyrights registered in the United States Copyright Office and applications for United States copyrights that it now uses or practices under. Such Grantor further warrants that, except as indicated on Annex D or Annex E, it is aware of no third party claim that any material aspect of such Grantor's present or contemplated business operations infringes or will infringe any Patent or any court or tribunal against Grantors) regarding the Grantors’ ownership of, or the validity of, any Necessary Intellectual Property or the Grantors’ right to register the same or to own and maintain the samecopyright.
Appears in 1 contract
GRANTOR'S REPRESENTATIONS AND WARRANTIES. Each Grantor represents and ---------------------------------------------------------------------- warrants as follows: -------------------
(i) The Grantors represent locations listed on Schedule B attached hereto and warrant that:
4.1 Exhibit A made a ---------- part hereof constitute all locations at which Inventory and/or Equipment are located; (ii) the chief executive office of each Grantor, where each Grantor keeps its records concerning the Collateral and the chattel paper evidencing the Collateral, is located at the address set forth for each Grantor on Schedule C attached hereto and made a truepart hereof; (iii) all ---------- records concerning any Account, correct any Material Contract and complete list all originals of all registered Copyrights contracts and material Copyright Licenses owned by other writings which evidence any Account are located at the addresses listed on Schedule C attached hereto; and (iv) the Grantors as ---------- have exclusive possession and control of the date hereofEquipment and the Inventory.
4.2 Exhibit B is a true, correct and complete list of all registered or applied for Patents, and material Patent Licenses owned by the Grantors as of the date hereof.
4.3 Exhibit C is a true, correct and complete list of all registered or applied for Trademarks and material Trademark Licenses owned by the Grantors as of the date hereof.
4.4 Except as set forth in Exhibits A, B and C, none of the Intellectual Property set forth on such exhibits is the subject of any licensing or franchise agreement pursuant to which any (b) Each Grantor is the licensor or franchisor as legal and beneficial owner of the date hereof.
4.5 All IP Collateral is, and shall remain, free and clear of all LiensLiens except for Liens permitted by Section 6.3 of the Credit Agreement. Each Grantor has the power, encumbrancesauthority and legal right to grant the security interests in the Collateral purported to be granted hereby, and to execute, deliver and perform this Agreement. The pledge of the Collateral pursuant to this Agreement creates a valid security interest in the Collateral. Upon the filing of appropriate financing statements in the filing offices set forth on Schedule E attached hereto, the recordation ---------- of appropriate documentation with the United States Copyright Office and the United States Patent and Trademark Office, as applicable, the giving of a Limited Liability Company Notice to the Pledged Entities and the delivery to the Agent of the Certificates, as the case may be, the Secured Parties will have a first-priority (except for any Liens or security interests in favor of any Person, other than Permitted Encumbrances and Liens in favor permitted under Section 6.3 of the Collateral Agent.
4.6 Each Grantor owns or is licensed to use, all trademarks, trade names, copyrights, patents and other intellectual property material to its business, except for those Credit Agreement which the failure to own or license could not reasonably be expected to result in a Material Adverse Effect, and the use thereof have priority by the Grantor does not infringe upon the rights operation of any other Person, except for any such infringements that, individually or law) perfected security interest in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. To the knowledge of the Grantors, the use by the Grantors of the Intellectual Property does not infringe the rights of any Person, except for such infringements that would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Grantors, no holding, decision or judgment has been rendered by any Governmental Authority which would limit or cancel any Grantor’s rights in, any Intellectual Property in any respect that could reasonably be expected to have a Material Adverse Effect.
4.7 The Grantors shall give the Collateral Agent written notice (with reasonable detail) concurrently with the delivery of its financial statements under Sections 5.01(a) and (b) following the occurrence of any of the following:
(a) The Grantors’ obtaining the registration of or filing applications for registration of, any new Intellectual Property, or otherwise acquiring ownership of any newly registered Intellectual Property (other than the Grantors’ right to sell products containing the trademarks of others in the ordinary course of the Grantors’ business).
(b) The Grantors’ becoming entitled to the benefit of any registered Intellectual Property whether as licensee or licensor (other than the Grantors’ right to sell products containing the trademarks of others in the ordinary course of the Grantors’ business)Collateral.
(c) The Grantors’ knowing that Pledged Securities and the Pledged Limited Liability Company Interests have been duly authorized and validly issued and are fully paid and nonassessable.
(d) No consent of any application Person, including any partner in a partnership with respect to which any Grantor has pledged its interest as a Pledged Partnership Interest or registration relating to any Necessary Intellectual Property may become forfeitedmember in a Pledged Entity, abandoned or dedicated is required for the pledge by any Grantor of the Collateral other than consents required under the agreements described on Schedule 3.2 to the publicCredit Agreement. ------------
(e) The Pledged Securities described on Schedule A attached hereto ---------- constitute (i) all of the shares of capital stock of any Person owned by any Grantor, (ii) that percentage of the issued and outstanding shares of the respective issuers thereof indicated on Schedule A attached hereto, and ---------- there is no other class of shares issued and outstanding of the respective issuers thereof except as set forth on Schedule A attached hereto, and ----------
(iii) 100% of the issued and outstanding shares of each corporate Borrower. The Pledged Partnership Interests described on Schedule A attached hereto ---------- constitute all of the partnerships or joint ventures in which any Grantor has an interest, and each Grantor's respective percentage interest in each such partnership or joint venture is as set forth on such Schedule A ---------- attached hereto. The Pledged Limited Liability Company Interests described on Schedule A attached hereto constitute all of the Limited Liability ---------- Company Interests of each Grantor and each Grantor's respective percentage interest in each such Pledged Entity is as set forth on Schedule A attached ---------- hereto. The Pledged Limited Liability Company Interests described on Schedule A constitute (i) 100% of the Limited Liability Company Interests ---------- owned by any Grantor, and (ii) 100% of the Limited Liability Company interests of each Subsidiary directly owned by any Grantor (other than Entravision Communications of Midland, LLC, with respect to which such Pledged Limited Liability Company Interests constitute 80% of the limited liability company interests thereof).
(f) Subject to Section 16(j) hereof, no authorization, approval or other action by, and no notice to or filing with, any Governmental Authority (other than such authorizations, approvals and other actions as have already been taken and are in full force and effect) is required (A) for the pledge of the Collateral or the grant of the security interest in the Collateral by the Grantors hereby or for the execution, delivery or performance of this Agreement by the Grantors, or (B) for the exercise by the Agent of the voting rights in the Pledged Securities, the Pledged Partnership Interests and the Pledged Limited Liability Company Interests or of any adverse determination other rights or development (including, without limitation, remedies in respect of the institution of, or Collateral hereunder except as may be required in connection with any such determination or development in, any opposition or cancellation proceeding in disposition of Collateral consisting of securities by laws affecting the PTO, the Copyright Office or any court or tribunal against Grantors) regarding the Grantors’ ownership of, or the validity of, any Necessary Intellectual Property or the Grantors’ right to register the same or to own offering and maintain the samesale of securities generally.
Appears in 1 contract
Sources: Security Agreement (Entravision Communications Corp)
GRANTOR'S REPRESENTATIONS AND WARRANTIES. Each Grantor represents and ---------------------------------------------------------------------- warrants as follows: -------------------
(i) The Grantors represent locations listed on Schedule B attached hereto and warrant that:
4.1 Exhibit A made a ---------- part hereof constitute all locations at which Inventory and/or Equipment are located; (ii) the chief executive office of each Grantor, where each Grantor keeps its records concerning the Collateral and the chattel paper evidencing the Collateral, is located at the address set forth for each Grantor on Schedule C attached hereto and made a truepart hereof; (iii) all ---------- records concerning any Account, correct any Material Contract and complete list all originals of all registered Copyrights contracts and material Copyright Licenses owned by other writings which evidence any Account are located at the addresses listed on Schedule C attached hereto; and (iv) the Grantors as ---------- have exclusive possession and control of the date hereofEquipment and the Inventory.
4.2 Exhibit B is a true, correct and complete list of all registered or applied for Patents, and material Patent Licenses owned by the Grantors as of the date hereof.
4.3 Exhibit C is a true, correct and complete list of all registered or applied for Trademarks and material Trademark Licenses owned by the Grantors as of the date hereof.
4.4 Except as set forth in Exhibits A, B and C, none of the Intellectual Property set forth on such exhibits is the subject of any licensing or franchise agreement pursuant to which any (b) Each Grantor is the licensor or franchisor as legal and beneficial owner of the date hereof.
4.5 All IP Collateral is, and shall remain, free and clear of all LiensLiens except for Liens permitted by Section 6.3 of the Credit Agreement. Each Grantor has the power, encumbrancesauthority and legal right to grant the security interests in the Collateral purported to be granted hereby, and to execute, deliver and perform this Agreement. The pledge of the Collateral pursuant to this Agreement creates a valid security interest in the Collateral. Upon the filing of appropriate financing statements in the filing offices set forth on Schedule E attached hereto, the recordation ---------- of appropriate documentation with the United States Copyright Office and the United States Patent and Trademark Office, as applicable, the giving of a Limited Liability Company Notice to the Pledged Entities and the delivery to the Agent of the Certificates, as the case may be, the Secured Parties will have a first-priority (except for any Liens or security interests in favor of any Person, other than Permitted Encumbrances and Liens in favor permitted under Section 6.3 of the Collateral Agent.
4.6 Each Grantor owns or is licensed to use, all trademarks, trade names, copyrights, patents and other intellectual property material to its business, except for those Credit Agreement which the failure to own or license could not reasonably be expected to result in a Material Adverse Effect, and the use thereof have priority by the Grantor does not infringe upon the rights operation of any other Person, except for any such infringements that, individually or law) perfected security interest in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. To the knowledge of the Grantors, the use by the Grantors of the Intellectual Property does not infringe the rights of any Person, except for such infringements that would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Grantors, no holding, decision or judgment has been rendered by any Governmental Authority which would limit or cancel any Grantor’s rights in, any Intellectual Property in any respect that could reasonably be expected to have a Material Adverse Effect.
4.7 The Grantors shall give the Collateral Agent written notice (with reasonable detail) concurrently with the delivery of its financial statements under Sections 5.01(a) and (b) following the occurrence of any of the following:
(a) The Grantors’ obtaining the registration of or filing applications for registration of, any new Intellectual Property, or otherwise acquiring ownership of any newly registered Intellectual Property (other than the Grantors’ right to sell products containing the trademarks of others in the ordinary course of the Grantors’ business).
(b) The Grantors’ becoming entitled to the benefit of any registered Intellectual Property whether as licensee or licensor (other than the Grantors’ right to sell products containing the trademarks of others in the ordinary course of the Grantors’ business)Collateral.
(c) The Grantors’ knowing that Pledged Securities and the Pledged Limited Liability Company Interests have been duly authorized and validly issued and are fully paid and nonassessable.
(d) No consent of any application Person, including any partner in a partnership with respect to which any Grantor has pledged its interest as a Pledged Partnership Interest or registration relating to any Necessary Intellectual Property may become forfeitedmember in a Pledged Entity, abandoned or dedicated is required for the pledge by any Grantor of the Collateral other than consents required under the agreements described on Schedule 3.2 to the public, or Credit Agreement. ------------
(e) The Pledged Securities described on Schedule A attached hereto ---------- constitute (i) all of the shares of capital stock of any adverse determination Person owned by any Grantor, (ii) that percentage of the issued and outstanding shares of the respective issuers thereof indicated on Schedule A attached hereto, and ---------- there is no other class of shares issued and outstanding of the respective issuers thereof except as set forth on Schedule A attached hereto, and ----------
(iii) 100% of the issued and outstanding shares of each corporate Borrower. The Pledged Partnership Interests described on Schedule A attached hereto ---------- constitute all of the partnerships or development joint ventures in which any Grantor has an interest, and each Grantor's respective percentage interest in each such partnership or joint venture is as set forth on such Schedule A ---------- attached hereto. The Pledged Limited Liability Company Interests described on Schedule A attached hereto constitute all of the Limited Liability ---------- Company Interests of each Grantor and each Grantor's respective percentage interest in each such Pledged Entity is as set forth on Schedule A attached ---------- hereto. The Pledged Limited Liability Company Interests described on Schedule A constitute (includingi) 100% of the Limited Liability Company Interests ---------- owned by any Grantor, without limitationand (ii) 100% of the Limited Liability Company interests of each Subsidiary directly owned by any Grantor (other than Entravision Communications of Midland, LLC, with respect to which such Pledged Limited Liability Company Interests constitute 80% of the institution of, or any such determination or development in, any opposition or cancellation proceeding in the PTO, the Copyright Office or any court or tribunal against Grantors) regarding the Grantors’ ownership of, or the validity of, any Necessary Intellectual Property or the Grantors’ right to register the same or to own and maintain the samelimited liability company interests thereof).
Appears in 1 contract
Sources: Security Agreement (Entravision Communications Corp)
GRANTOR'S REPRESENTATIONS AND WARRANTIES. The Grantors represent Grantor represents and warrant warrants that:
4.1 Exhibit A is a true(a) No Rents, correct and complete list of all registered Copyrights and material Copyright Licenses owned by the Grantors as of nor any part thereof becoming due subsequent to the date hereof.
4.2 Exhibit B is a true, correct and complete list have been collected with respect to the Leases (excepting an amount not exceeding one month's installment under the Leases), nor has payment of all registered or applied for Patents, and material Patent Licenses owned by the Grantors as any of the date hereof.same been anticipated, waived, released, discounted or otherwise discharged or compromised;
4.3 Exhibit C is (b) This Mortgage creates a true, correct valid security interest in the Personalty as security for the payment and complete list of all registered or applied for Trademarks and material Trademark Licenses owned by the Grantors as performance of the date hereof.
4.4 Except Obligations. Upon the filing of financing statements (the "Financing Statement") under the UCC naming the Grantor as set forth in Exhibits Adebtor and the Beneficiary as secured party and covering the Personalty, B such security interests shall be perfected under the UCC and C, none of the Intellectual Property set forth on such exhibits is the security interests are not subject of to any licensing or franchise agreement pursuant to which any Grantor is the licensor or franchisor as of the date hereof.
4.5 All IP Collateral is, and shall remain, free and clear of all Liens, encumbrancesprior lien, or security interests in favor of to any agreement purporting to grant to any Person, other than Permitted Encumbrances and Liens the Beneficiary, a security interest in favor of the Collateral Agent.
4.6 Each Grantor owns or is licensed to use, all trademarks, trade names, copyrights, patents and other intellectual property material to its business, except for those which the failure to own or license could not reasonably be expected to result in a Material Adverse Effect, and the use thereof by the Grantor does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. To the knowledge of the Grantors, the use by the Grantors of the Intellectual Property does not infringe the rights of any Person, except for such infringements that would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Grantors, no holding, decision or judgment has been rendered by any Governmental Authority which would limit or cancel any Grantor’s rights in, any Intellectual Property in any respect that could reasonably be expected to have a Material Adverse Effect.
4.7 The Grantors shall give the Collateral Agent written notice (with reasonable detail) concurrently with the delivery of its financial statements under Sections 5.01(a) and (b) following the occurrence of any of the following:
(a) The Grantors’ obtaining Personalty, in each case other than with respect to the registration Permitted Encumbrances. No further filings, recordings or other actions are necessary to perfect or maintain the priority of or filing applications for registration of, any new Intellectual Property, or otherwise acquiring ownership of any newly registered Intellectual Property (such security interests other than the Grantors’ right to sell products containing the trademarks filing of others in the ordinary course of the Grantors’ business).
(b) The Grantors’ becoming entitled UCC continuation statements on or prior to the benefit of any registered Intellectual Property whether as licensee or licensor (other than date required by applicable Legal Requirements. The Financing Statements are in appropriate form and have been duly filed pursuant to the Grantors’ right to sell products containing the trademarks of others in the ordinary course of the Grantors’ business).UCC;
(c) The Grantors’ knowing that any application or registration relating to any Necessary Intellectual Property may become forfeitedchief place of business and chief executive office of the Grantor are located at the address first specified above for the Grantor;
(d) Each of the Leases, abandoned or dedicated as amended to the publicdate of execution and delivery hereof has been duly authorized, executed and delivered by Grantor (and to Grantor's knowledge all other parties thereto) and is in full force and effect and binding upon and enforceable against Grantor and, to Grantor's knowledge, against the other parties thereto, in accordance with its terms. No event has occurred and is continuing, or will occur as a result of the performance of this Mortgage, that constitutes or would constitute any adverse determination material event of default under any of the Leases or development (including, without limitation, would constitute such an event of default but for the institution of, requirement that notice be given or any such determination time lapse or development in, any opposition or cancellation proceeding in the PTO, the Copyright Office or any court or tribunal against Grantors) regarding the Grantors’ ownership of, or the validity of, any Necessary Intellectual Property or the Grantors’ right to register the same or to own and maintain the sameboth.
Appears in 1 contract
GRANTOR'S REPRESENTATIONS AND WARRANTIES. The Grantors represent Grantor hereby represents and warrant warrants to Secured Party that:
4.1 Exhibit A is a true, correct and complete list of all registered Copyrights and material Copyright Licenses owned by the Grantors as of the date hereof.
4.2 Exhibit B is a true, correct and complete list of all registered or applied for Patents, and material Patent Licenses owned by the Grantors as of the date hereof.
4.3 Exhibit C is a true, correct and complete list of all registered or applied for Trademarks and material Trademark Licenses owned by the Grantors as of the date hereof.
4.4 Except as set forth in Exhibits A, B and C, none of the Intellectual Property set forth on such exhibits is the subject of any licensing or franchise agreement pursuant to which any Grantor is the licensor or franchisor as of the date hereof.
4.5 All IP Collateral is, and shall remain, free and clear of all Liens, encumbrances, or security interests in favor of any Person, other than Permitted Encumbrances and Liens in favor of the Collateral Agent.
4.6 Each Grantor owns or is licensed to use, all trademarks, trade names, copyrights, patents and other intellectual property material to its business, except for those which the failure to own or license could not reasonably be expected to result in a Material Adverse Effect, and the use thereof by the Grantor does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. To the knowledge of the Grantors, the use by the Grantors of the Intellectual Property does not infringe the rights of any Person, except for such infringements that would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Grantors, no holding, decision or judgment has been rendered by any Governmental Authority which would limit or cancel any Grantor’s rights in, any Intellectual Property in any respect that could reasonably be expected to have a Material Adverse Effect.
4.7 The Grantors shall give the Collateral Agent written notice (with reasonable detail) concurrently with the delivery of its financial statements under Sections 5.01(a) and (b) following the occurrence of any of the following:
(a) The Grantors’ obtaining Security Interests in the registration of or filing applications for registration ofCollateral granted to Secured Party pursuant to this Security Agreement are valid and binding security interests in the Collateral (subject to no other Liens, any new Intellectual Property, or otherwise acquiring ownership of any newly registered Intellectual Property (other than the Grantors’ right to sell products containing the trademarks of others in the ordinary course of the Grantors’ businessPermitted Liens).
(b) The Grantors’ becoming entitled Upon the execution and delivery by the parties hereto of this Security Agreement, (i) with respect to the benefit Collateral Account, all financial assets credited thereto and all security entitlements in respect thereof, when the Control Agreement is executed and delivered by Grantor, Secured Party and Custodian with respect to the Collateral Account, the Security Interest in the Collateral Account, all financial assets credited thereto and all security entitlements in respect thereto created hereunder in favor of Secured Party will constitute a valid and perfected, first priority security interest securing the Secured Obligations, such Security Interest will not be subject to any registered Intellectual Property whether as licensee or licensor (Liens other than the Grantors’ right to sell products containing the trademarks of others Permitted Liens, and Secured Party will have Control (as defined in the ordinary course Section 8-106, Section 9-104 or Section 9-106, as applicable, of the Grantors’ business)UCC) thereof and (ii) no action based on an adverse claim to such security entitlement or such financial asset, whether framed in conversion, replevin, constructive trust, equitable lien or other theory, may be asserted against Secured Party.
(c) The Grantors’ knowing With respect to all Collateral that any application or registration relating to any Necessary Intellectual Property may become forfeited, abandoned or dedicated be perfected by filing a financing statement pursuant to the publicUCC, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any opposition or cancellation proceeding when a UCC financing statement is filed in the PTOappropriate office against Grantor in the location listed on Schedule 1 (naming Grantor as the debtor and Secured Party as the secured party), Secured Party will have a valid and perfected first priority security interest in such Collateral as security for the Copyright Office or any court or tribunal against Grantorspayment and performance of the Secured Obligations.
(d) regarding ▇▇▇▇▇▇▇’s full legal name as of the Grantors’ ownership ofdate hereof is as specified in the first paragraph of this Security Agreement. The location of Grantor’s sole place of business (or, if more than one, its chief executive office) as of the date hereof is ▇▇-▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇.
(e) Grantor has rights (or the validity of, any Necessary Intellectual Property or the Grantors’ right power to register the same or transfer rights) in each item of Collateral upon which it purports to own and maintain the samegrant a Security Interest hereunder.
Appears in 1 contract
GRANTOR'S REPRESENTATIONS AND WARRANTIES. The Grantors represent Each Grantor represents and warrant thatwarrants as follows:
4.1 Exhibit A (i) Schedule C sets forth each location at which (A) inventory and/or equipment is a truelocated or (B) such Grantor conducts business and, correct with respect to each such location, whether such Grantor is duly qualified and complete list in good standing under the laws of such location; (ii) the chief executive office of such Grantor, where such Grantor keeps its records concerning the Collateral and the chattel paper evidencing the Collateral, is located at the address set forth for such Grantor on Schedule D; (iii) all records concerning any Accounts and all originals of all registered Copyrights contracts and material Copyright Licenses owned by other writings which evidence any Accounts are located at the Grantors as addresses listed on Schedule D; (iv) such Grantor has exclusive possession and control of the date hereof.
4.2 Exhibit B is a trueEquipment and the Inventory, correct and complete list of all registered or applied for Patentsexcept as set forth on Schedule C; (v) such Grantor’s exact legal name, and material Patent Licenses owned by the Grantors as place of the date hereof.
4.3 Exhibit C is a trueformation of such Grantor, correct and complete list of all registered or applied for Trademarks and material Trademark Licenses owned by the Grantors as of the date hereof.
4.4 Except are as set forth in Exhibits Athe preamble to this Agreement; (vi) each trade name or other fictitious name under which such Grantor conducts business, B and Cor has conducted business at any time during the five years immediately preceding the Closing Date, none of the Intellectual Property is set forth on Schedule 3.6 to the UB Credit Agreement; and (vii) such exhibits Grantor’s state organizational identification number, if any, is the subject of any licensing or franchise agreement pursuant to which any set forth on Schedule F.
(b) Each Grantor is the licensor or franchisor as legal and beneficial owner of the date hereof.
4.5 All IP Collateral is, and shall remain, free and clear of all LiensLiens except for Liens permitted by Section 6.3 of the UB Credit Agreement and Liens created hereby. Each Grantor has the power, encumbrances, or authority and legal right to grant the security interests in favor of any Personthe Collateral purported to be granted hereby, other than Permitted Encumbrances and Liens in favor to execute, deliver and perform this Agreement. The pledge of the Collateral Agent.
4.6 Each Grantor owns or is licensed pursuant to usethis Agreement creates a valid security interest in the Collateral. Upon the filing of appropriate financing statements in the filing offices set forth on Schedule F (and the payment of the applicable filing fees), all trademarksthe recordation of appropriate documentation with the United States Copyright Office and the United States Patent and Trademark Office, trade namesas applicable, copyrightsthe execution of Control Agreements with respect to the deposit accounts and the securities accounts of such Grantor, patents the giving of a Limited Liability Company Notice to the Pledged Entities and other intellectual property material the delivery to its businessthe Lender of the Certificates, as the case may be, the Lender will have a perfected security interest (except for those which Liens permitted by Section 6.3 of the failure to own or license could not reasonably be expected to result in a Material Adverse Effect, and the use thereof by the Grantor does not infringe upon the rights of any other Person, except for any such infringements that, individually or UB Credit Agreement) in the aggregateCollateral to the extent a security interest in such Collateral can be perfected by such filings, could not reasonably be expected to result in a Material Adverse Effect. To the knowledge of the Grantorsrecordations, the use by the Grantors giving of the Intellectual Property does not infringe the rights of any Person, except for such infringements that would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Grantors, no holding, decision or judgment has been rendered by any Governmental Authority which would limit or cancel any Grantor’s rights in, any Intellectual Property in any respect that could reasonably be expected to have a Material Adverse Effect.
4.7 The Grantors shall give the Collateral Agent written notice (with reasonable detail) concurrently with notices and the delivery of its financial statements under Sections 5.01(a) and (b) following the occurrence of any of the following:
(a) The Grantors’ obtaining the registration of or filing applications for registration of, any new Intellectual Property, or otherwise acquiring ownership of any newly registered Intellectual Property (other than the Grantors’ right to sell products containing the trademarks of others in the ordinary course of the Grantors’ business).
(b) The Grantors’ becoming entitled to the benefit of any registered Intellectual Property whether as licensee or licensor (other than the Grantors’ right to sell products containing the trademarks of others in the ordinary course of the Grantors’ business)such Certificates.
(c) The Grantors’ knowing Pledged Securities and the Pledged Limited Liability Company Interests have been duly authorized and validly issued and are fully paid and nonassessable. All of the Pledged Securities and the Pledged Limited Liability Company Interests are in certificated form and are securities (as contemplated by Article 8 of the Uniform Commercial Code).
(d) No consent of any Person, including, any partner in a partnership with respect to which such Grantor has pledged its interest as a Pledged Partnership Interest or any member in a Pledged Entity, is required for the pledge by such Grantor of the Collateral.
(e) Subject to Section 5(d), the Pledged Securities described on Schedule A constitute (i) all of the shares of capital stock of any Person owned by such Grantor and (ii) that percentage of the issued and outstanding shares of the respective issuers thereof indicated on Schedule A, and there is no other class of shares issued and outstanding of the respective issuers thereof except as set forth on Schedule A. Subject to Section 5(d), the Pledged Partnership Interests described on Schedule A constitute (i) all of the partnerships or joint ventures in which such Grantor has an interest and (ii) such Grantor’s respective percentage interests in each such partnership or joint venture are as set forth on such Schedule A, and there is no other class of interests therein issued and outstanding except as set forth on Schedule A. Subject to Section 5(d), the Pledged Limited Liability Company Interests described on Schedule A constitute (i) all of the Limited Liability Company Interests of such Grantor and (ii) such Grantor’s respective percentage interests in each such Pledged Entity are as set forth on Schedule A, and there is no other class of interests therein issued and outstanding except as set forth on Schedule A.
(f) No authorization, approval or other action by, and no notice to or filing with, any application Governmental Authority (other than such authorizations, approvals and other actions as have already been taken and are in full force and effect) is required (A) for the pledge of the Collateral or registration relating to any Necessary Intellectual Property may become forfeitedthe grant of the security interest in the Collateral by such Grantor hereby or for the execution, abandoned delivery or dedicated to performance of this Agreement by such Grantor, or (B) for the publicexercise by the Lender of the voting rights in the Pledged Securities, the Pledged Partnership Interests and the Pledged Limited Liability Company Interests or of any adverse determination other rights or development remedies in respect of the Collateral hereunder except as may be required in connection with any disposition of Collateral consisting of securities by laws affecting the offering and sale of securities generally.
(includingg) Such Grantor does not own, without limitation, the institution is not a licensee of, nor has such Grantor applied for any Copyrights, Marks or Patents, other than those set forth on Schedule B. Except as set forth on Schedule B, none of such Copyrights, Marks or Patents has been registered with any Governmental Authority, nor has an application for such determination registration been made.
(h) Subject to Section 5(d), Schedule E sets forth (i) all of such Grantor’s deposit accounts, (ii) all of such Grantor’s securities accounts and other investment property (other than that referred to on Schedule A) and (iii) all letters of credit issued for the benefit of such Grantor. Such Grantor has no chattel paper or development in, electronic chattel paper.
(i) Such Grantor does not own or lease any opposition or cancellation proceeding vehicle having a value in the PTO, the Copyright Office or any court or tribunal against Grantors) regarding the Grantors’ ownership of, or the validity of, any Necessary Intellectual Property or the Grantors’ right to register the same or to own and maintain the sameexcess of $50,000.
Appears in 1 contract
Sources: Security Agreement (Physicians Formula Holdings, Inc.)