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Trademark Security Agreement

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TRADEMARK SECURITY AGREEMENT


WHEREAS, SNELLING AND SNELLING, INC., a Pennsylvania corporation ("Grantor"), owns the Trademarks, Trademark registrations and Trademark applications listed on Schedule 1 annexed hereto and is a party to the Trademark Licenses listed on Schedule 1 annexed hereto; and


WHEREAS, Grantor, the lenders named therein ("Banks") and The First National Bank of Boston, as agent for Banks ("Secured Party") are parties to a Credit Agreement of even date herewith (as same may be amended and in effect from time to time, the "Credit Agreement"), providing for extensions of credit to be made to Grantor by Secured Party and the other Banks; and


WHEREAS, pursuant to the terms of the Borrower Security Agreement of even date herewith (as said Agreement may be amended and in effect from time to time, the "Security Agreement"), between Grantor and Secured Party, Grantor has granted to Secured Party a security interest in certain assets of Grantor including all right, title and interest of Grantor in, to and under all now owned and hereafter acquired Trademarks (as defined in the Security Agreement), Trademark registrations, Trademark applications and Trademark Licenses (as defined in the Security Agreement), together with the goodwill of the business symbolized by Grantor's Trademarks, and all proceeds thereof, to secure the payment of all Obligations (as such term is defined in the Credit Agreement);


NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor does hereby grant to Secured Party a continuing security interest in all of Grantor's right, title and interest in, to and under the following (all of the following items or types of property being herein collectively referred to as the "Trademark Collateral"), whether presently existing or hereafter created or acquired:


(1) each Trademark, Trademark registration and Trademark
application, including, without limitation, the Trademarks, Trademark
registrations (together with any reissues, continuations or extensions
thereof) and Trademark applications referred to in Schedule 1 annexed
hereto, and all of the goodwill of the business connected with the use
of, and symbolized by, each Trademark, Trademark registration and
Trademark application;


(2) each
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