Protection of Agent’s Security Sample Clauses
The 'Protection of Agent’s Security' clause is designed to safeguard the rights and interests of an agent who holds security over certain assets, typically as collateral for obligations owed by a borrower or other parties. This clause often outlines the agent’s authority to maintain, enforce, and, if necessary, realize the security, as well as the priority of the agent’s claims over the secured assets. By clearly defining the agent’s powers and protections, the clause ensures that the agent can act effectively to recover amounts due, thereby reducing the risk of loss and providing assurance to all parties involved in the transaction.
Protection of Agent’s Security. On a continuing basis, each Grantor shall, at its sole cost and expense, (i) promptly following its becoming aware thereof, notify the Agent of (A) any adverse determination in any proceeding in the United States Patent and Trademark Office or the United States Copyright Office with respect to any Patent, Trademark or Copyright necessary for the conduct of business of such Grantor or (B) the institution of any proceeding or any adverse determination in any federal, state or local court or administrative body regarding such Grantor’s claim of ownership in or right to use any of the Intellectual Property Collateral material to the use and operation of the Collateral, its right to register such Intellectual Property Collateral or its right to keep and maintain such registration in full force and effect, (ii) maintain and protect the Intellectual Property Collateral necessary for the conduct of business of such Grantor, (iii) not permit to lapse or become abandoned any Intellectual Property Collateral necessary for the conduct of business of such Grantor, and not settle or compromise any pending or future litigation or administrative proceeding with respect to such Intellectual Property Collateral, in each case except as shall be consistent with commercially reasonable business judgment and, if any Event of Default has occurred and is continuing, with the prior approval of the Agent (such approval not to be unreasonably withheld), (iv) upon such Grantor’s obtaining knowledge thereof, promptly notify the Agent in writing of any event which may be reasonably expected to materially and adversely affect the value or utility of the Intellectual Property Collateral or any portion thereof material to the use and operation of the Collateral, the ability of such Grantor or the Agent to dispose of the Intellectual Property Collateral or any material portion thereof or the rights and remedies of the Agent in relation thereto including, without limitation, a levy or threat of levy or any legal process against the Intellectual Property Collateral or any material portion thereof, (v) not license the Intellectual Property Collateral other than licenses entered into by such Grantor in, or incidental to, the ordinary course of business, or amend or permit the amendment of any of the material licenses in a manner that materially and adversely affects the right to receive payments thereunder, or in any manner that would materially impair the value of the Intellectual Property Co...
Protection of Agent’s Security. Each Debtor will at all times keep its Inventory and Equipment insured in favor of the Agent, at each such Debtor's own expense to the extent and in the manner provided in the Lender Agreements; all policies or certificates with respect to such insurance (and any other insurance maintained by the Debtor) (a) shall be endorsed to the Agent's reasonable satisfaction for the benefit of the Agent (including, without limitation, by naming the Agent as additional insured and loss payee) and (b) shall state that such insurance policies shall not be canceled without thirty (30) days' prior written notice thereof by the insurer to the Agent; and certified copies of such policies or certificates with respect thereto shall be deposited with the Agent. If any Debtor shall fail to insure its Inventory and Equipment in accordance with the preceding sentence, or if any Debtor shall fail to so endorse and deposit all policies or certificates with respect thereto, the Agent shall have the right (but shall be under no obligation), upon prior written notice to any such Debtor, to procure such insurance and such Debtor agrees to promptly reimburse the Agent for all costs and expenses of procuring such insurance. The Agent shall, at the time any proceeds of such insurance are distributed to the Lenders, apply such proceeds in accordance with Section 7.4 hereof except as otherwise provided by the Credit Agreement. Each Debtor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of each Debtor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to the Debtor.
Protection of Agent’s Security. On a continuing basis, each Grantor shall, at its sole cost and expense, (i) maintain and protect the Intellectual Property necessary for the conduct of business of the Grantors and their Subsidiaries, taken as a whole, and (ii) not permit to lapse or become abandoned any Intellectual Property necessary for the conduct of business of the Grantors and their Subsidiaries, taken as a whole.
Protection of Agent’s Security. The Assignor will do nothing to impair the security interest granted herein to the Agent in the Collateral. The Assignor assumes all liability and responsibility in connection with the Collateral and the liability of the Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that any Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to the Assignor.
Protection of Agent’s Security. (a) Except to the extent permitted by subsection 1.3.2(f) below, or to the extent that failure to act could not reasonably be expected to have a Material Adverse Effect, with respect to registration or pending application of each item of its Intellectual Property Collateral for which such Loan Party has standing to do so, each Loan Party agrees to take, at its expense, all steps, including, without limitation, in the USPTO, the USCO and any other Governmental Authority located in the United States to (i) maintain the validity and enforceability of any registered Intellectual Property Collateral and maintain such Intellectual Property Collateral in full force and effect, and (ii) pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application, now or hereafter included in such Intellectual Property Collateral of such Loan Party, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the USPTO, the USCO or other Governmental Authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings.
(b) Except to the extent permitted by subsection 1.3.2(f) below, or to the extent that failure to act could not reasonably be expected to have a Material Adverse Effect, no Loan Party shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property Collateral may lapse, be terminated, or become invalid or unenforceable or placed in the public domain (or in case of a trade secret, lose its competitive value).
(c) Except to the extent permitted by subsection 1.3.2(f) below, or to the extent that failure to act could not reasonably be expected to have a Material Adverse Effect, each Loan Party shall take all steps to preserve and protect each item of its Intellectual Property Collateral, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks, consistent with the quality of the products and services as of the date hereof, and taking all steps necessary to ensure that all licensed users of any of the Tr...
Protection of Agent’s Security. On a continuing basis, each Grantor shall, at its sole cost and expense, (i) take all reasonable and necessary steps, consistent with past practice, including, without limitation, in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of Intellectual Property, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability, except for any such steps that, individually or in the aggregate, could not be reasonably expected to result in an adverse impact on the business of the Grantors in any material respect, and (ii) not permit to lapse or become abandoned any Intellectual Property material to the conduct of business of such Grantor except as shall be consistent with commercially reasonable business judgment. Such Grantor will not do any act that uses any Intellectual Property to infringe or misappropriate the intellectual property rights of any other Person, except for any such action or omission to act that, individually or in the aggregate, could not be reasonably expected to result in an adverse impact on the business of the Grantors in any material respect.
Protection of Agent’s Security. (i) On a continuing basis, each Pledgor shall, at its sole cost and expense, (a) promptly following its becoming aware thereof, notify the Agent of (x) any materially adverse determination in any proceeding in the United States Patent and Trademark Office or the United States Copyright Office with respect to any Material Intellectual Property or (y) the institution of any proceeding or any adverse determination in any Federal, state or local court or administrative body regarding such Pledgor’s claim of ownership in or right to use any Material Intellectual Property, its right to register such Intellectual Property or its right to keep and maintain such registration in full force and effect, (b) maintain and protect the Material Intellectual Property as presently used and operated and as contemplated by the Credit Agreement, and, with respect to each Trademark that is owned by such Pledgor and material to the conduct of such Pledgor’s Business, (x) maintain the quality of products and services offered under each Trademark in substantially the same manner as in effect as of the Closing Date, (y) display such Trademark with notice of Federal or foreign registration to the extent necessary and required to preserve its rights under applicable Law, and (z) not knowingly use such Trademark in violation of any third party rights, (c) continue to mark any products covered by a Patent with the relevant patent number as necessary or advisable to preserve its rights under applicable patent Laws, in accordance with such prudent and standard practice used in industries that are the same as or similar to those in which such Patent is engaged, (d) for each work covered by a material registered Copyright that is owned by such Pledgor, continue to publish, reproduce, display, adopt and distribute the work with copyright notices as necessary or advisable to preserve its rights under applicable copyright Laws, (e) not permit to lapse or become abandoned any Material Intellectual Property as presently used and operated and as contemplated by the Credit Agreement, and not settle or compromise any pending or future litigation or administrative proceeding with respect to such Intellectual Property, in each case except as shall be consistent with commercially reasonable business judgment and, if any Event of Default has occurred and is continuing, with the prior approval of the Agent (such approval not to be unreasonably withheld), (f) upon such Pledgor obtaining knowledge thereo...
Protection of Agent’s Security. If Borrower fails to perform the covenants and agreements contained in this Instrument or if any action or proceeding is commenced which affects the Mortgaged Property or title thereto or the interest of Agent therein, including, but not limited to, eminent domain, insolvency, code enforcement, or arrangements or proceedings involving a bankrupt or decedent, then, at Agent's option, Agent may make such appearances, disburse such sums and take such actions as Agent deems necessary, in its sole discretion, to protect Agent's interest herein, including, but not limited to, (1) disbursement of attorney fees, (2) entry upon the Mortgaged Property to make repairs, and (3) procurement of satisfactory insurance.
Protection of Agent’s Security. If Mortgagor fails to pay the Indebtedness or perform the Obligations, or if any action or proceeding is commenced which could adversely affect the Property or Agent's interest therein, then Agent, at Agent's option, may make such appearances, disburse such sums and take such action as Agent deems necessary, in its sole discretion, to protect the Property or Agent's interest therein, including entry upon the Property to make repairs and perform environmental tests and studies. Any amounts disbursed by Agent pursuant to this Paragraph 7 (including attorneys' costs and expenses), shall bear interest thereon at the rate of interest applicable after an Event of Default under the Credit Agreement from the date of disbursement, shall become additional Indebtedness of Mortgagor secured by the Loan Documents and shall be due and payable on demand. Nothing contained in this Paragraph 7 shall require Agent to incur any expense or take any action hereunder.
Protection of Agent’s Security. On a continuing basis, each Grantor shall, at its sole cost and expense, (i) take all reasonable and necessary steps, consistent with past practice, including, without limitation, in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof in which any Electing Foreign Guarantor is incorporated, formed or otherwise organized, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of Intellectual Property, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability, except for any such steps that, individually or in the aggregate, would not be reasonably expected to result in a Material Adverse Effect, and (ii) not permit to lapse or become abandoned any Intellectual Property material to the conduct of business of such Grantor except as shall be consistent with commercially reasonable business judgment. Such Grantor will not do any act that uses any Intellectual Property to infringe or misappropriate the intellectual property rights of any other Person, except for any such action or omission to act that, individually or in the aggregate, would not be reasonably expected to result in a Material Adverse Effect.