Additional Reserved Seller Assets Sample Clauses
The "Additional Reserved Seller Assets" clause defines specific assets that the seller retains ownership of and excludes from the transaction. In practice, this clause lists or describes particular items, rights, or properties that, despite the broader asset sale, will not transfer to the buyer and remain with the seller. This ensures both parties have a clear understanding of what is not included in the sale, preventing disputes and ensuring the seller retains control over certain valuable or sensitive assets.
Additional Reserved Seller Assets. Any proprietary or confidential materials (including, without limitation, any materials relating to the background or financial condition of a present or prior direct or indirect partner or member of Seller), the internal books and records of Seller relating, for example, to contributions and distributions prior to the Closing, any software not used exclusively in the day-to-day operation of the Hotel, the names “Blackstone”, “BRE” and any derivations thereof, and any trademarks, service marks, trade names, brand marks, brand names, domain names, social media sites (such as Facebook or Twitter), trade dress or logos relating thereto, any development bonds, letters of credit or other collateral held by or posed with any Governmental Authority or other third party with respect to any improvement, subdivision or development obligations concerning the Hotel or any other real property, insurance policies (subject to Section 9.2), claims or other rights against any present or prior partner, member, employee, agent, manager, officer or director of Seller or its direct or indirect partners, members, shareholders or affiliates, all contracts between Seller and any law firm, accounting firm, property manager, leasing agent, broker, engineers, surveyors, environmental consultants and other consultants or appraisers entered into prior to the Closing, organizational documents of Seller, any subsidiary of Seller or any other Affiliate of Seller, contracts for construction that is not ongoing as of the Effective Date or the Closing Date, and any intangible property that is not used exclusively in connection with the Assets.
Additional Reserved Seller Assets. Any proprietary or confidential materials (including any materials relating to the background or financial condition of a present or prior direct or indirect partner or member of Seller), the internal Books and Records of Seller relating, for example, to contributions and distributions prior to the Closing, any software not used exclusively in the day-to-day operation of the building, the name “Blackstone” and any derivations thereof, and any trademarks, service marks, trade names, brand marks, brand names, domain names, social media sites (such as Facebook or Twitter), trade dress or logos relating thereto, any development bonds, letters of credit or other collateral held by or posted with any Governmental Authority or other third party with respect to any improvement, subdivision or development obligations concerning the Property or any other real property, and any other intangible property that is not used exclusively in connection with the Property.
Additional Reserved Seller Assets. Any proprietary or confidential materials (including any materials relating to the background or financial condition of a present or prior direct or indirect partner or member of Seller), the internal books and records of Seller relating, for example, to contributions and distributions prior to the Closing, any software not used exclusively in the day-to-day operation of the building; and the names “Trinity”, “E▇▇▇▇▇” and/or any derivations thereof; and
Additional Reserved Seller Assets. Corporate files and records owned by Fee Seller, Leasehold Seller and Affiliates of Seller and located at the Property but not directly related to the ownership or operation of the Property, any proprietary or confidential materials (including any materials relating to the background or financial condition of a present or prior direct or indirect partner or member of Fee Seller or Leasehold Seller), the internal books and records of Fee Seller or Leasehold Seller relating, for example, to contributions and distributions prior to the Closing;
Additional Reserved Seller Assets. Any proprietary or confidential materials (including any materials relating to the background or financial condition of a present or prior direct or indirect partner or member of Seller), the internal books and records of Seller relating, for example, to contributions and distributions prior to the Closing, any software, the names [***] and any derivations thereof, and any trademarks, service marks, trade names, brand marks, brand names, domain names, social media identifiers or sites (including, but not limited to, Facebook, Instagram, Twitter or Snapchat) trade dress or logos relating thereto, any development bonds, letters of credit or other collateral held by or posted with any governmental authority or other third party with respect to any improvement, subdivision or development obligations concerning the Property or any other real property, and any other intangible property that is not used exclusively in connection with the Property.
Additional Reserved Seller Assets. Any proprietary or confidential materials (including any relating to the background or financial condition of a present or prior direct or indirect partner or member of Sellers), the internal books and records of Sellers relating, for example, to contributions and distributions prior to the Closing, any software, the names “Blackstone”, “EOP”, “Equity Office”, “Equity Office Properties” and “Trizec”, and any derivations thereof, and any trademarks, trade names, brand marks, brand names, trade dress or logos relating thereto, any development bonds, letters of credit or other collateral held by or posted with any Governmental Authority or other Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. third party with respect to any improvement, subdivision or development obligations concerning the Properties or any other real property, and any other intangible property that is not used exclusively in connection with the Properties.
Additional Reserved Seller Assets. Any proprietary or confidential materials (including any materials relating to the background or financial condition of a present or prior direct or indirect partner or member of Seller), the internal books and records of Seller relating, for example, to contributions and distributions prior to the Closing, any software, the names “BX”, “Blackstone”, “GPT”, “GPT Operating Partnership LP”, “Gramercy Property Trust”, “Revantage”, “Gateway”, “Link Industrial Properties”, “LIPROP”, “Link Logistics”, “Link”, “Link360” and any derivations thereof, and any trademarks, service marks, trade names, brand DOCPROPERTY DOCXDOCID DMS=InterwovenIManage Format=<<NUM>>.v<<VER>> PRESERVELOCATION \* MERGEFORMAT 2693753.v6 marks, brand names, domain names, social media identifiers or sites (including, but not limited to, Facebook, Instagram, Twitter or Snapchat) trade dress or logos relating thereto, any development bonds, letters of credit or other collateral held by or posted with any Governmental Authority or other third party with respect to any improvement, subdivision or development obligations concerning the Property or any other real property, and any other intangible property that is not used exclusively in connection with the Property; provided, however, Buyer shall have fifteen (15) days following the Closing Date to remove, replace or take down any interior or exterior signage that includes any of the foregoing names or marks failing which Seller may remove such portion of the signage at Buyer’s expense upon ten (10) days prior written notice. The provisions of this Section shall survive the Closing without limitation.
Additional Reserved Seller Assets. Any proprietary or confidential materials (including any materials relating to the background or financial condition of a present or prior direct or indirect partner or member of Seller), the internal books and records of Seller relating, for example, to contributions and distributions prior to the Closing, any software, the names “Blackstone”, “GPT Operating Partnership LP”, “Gramercy Property Trust”, “Revantage”, “Gateway Industrial Properties”, and any name containing “GPT” and any derivations thereof, and any trademarks, service marks, trade names, brand marks, brand names, domain names, social media identifiers or sites (including, but not limited to, Facebook, Instagram, Twitter or Snapchat), trade dress or logos relating thereto, and any other intangible property that is not used exclusively in connection with the Property.
Additional Reserved Seller Assets. Any proprietary or confidential materials (including any materials relating to the background or financial condition of a present or prior direct or indirect partner or member of Seller or any Acquired Entity), the internal books and records of Seller or any Acquired Entity relating to contributions and distributions prior to the Closing, any software, the names “BPP”, “Blackstone”, “Pristine”, “Pure”, “Pure Industrial”, “Pure Industrial Real Estate Trust”, “PIRET”, “[REDACTED: NAME]”, “[REDACTED: NAME]”, “[REDACTED: NAME]” and any derivations thereof, and any trademarks, service marks, trade names, brand marks, brand names, domain names, social media identifiers or sites (including, but not limited to, Facebook, Instagram, Twitter or Snapchat) trade dress or logos relating thereto, any development bonds, letters of credit or other collateral held by or posted with any Governmental Authority or other third party with respect to any improvement, subdivision or development obligations concerning the Property or any other real property as set forth on Schedule 2.1(b)(iv), and any other intangible property that is not used in connection with the Property.
Additional Reserved Seller Assets. (A) Any materials relating to the background or financial condition of a present or prior direct or indirect partner or member of the Seller Parties; (B) the internal books and records of any Seller
