Common use of Intangible Personal Property Clause in Contracts

Intangible Personal Property. Part 12(a) of the Schedule contains a true and complete list and summary description of all trademarks, service marks, trade names, and copyrights and applications for the foregoing, all franchises, permits and other authorizations owned or used by the Corporation and Subsidiaries, all licenses to which the Corporation or any Subsidiary is a licensor or licensee, all non-competition covenants, and all other intangible personal property owned or used by the Corporation and Subsidiaries. Each of the Corporation and Subsidiaries validly owns or is validly licensed under all intangible properties which are required or necessary for the conduct of its business as now conducted, and except as set forth on Part 12(b) of the Schedule, is the sole and exclusive owner of said properties, free and clear of all Liens and has the unrestricted right to use said properties, having not granted or entered into any agreement, covenant, license or sublicense with respect thereto. Except as set forth on Part 12(c) of the Schedule, no claims or demands have been asserted against the Corporation or any Subsidiary with respect to any such items of intangible property, and no proceedings have been instituted, are pending or, to the Indemnitors' knowledge, have been threatened which challenge the rights of the Corporation or any Subsidiary with respect to any of such assets. To the Indemnitors' knowledge and except as set forth on Part 12(c) of the Schedule, the businesses and operations of the Corporation and Subsidiaries, and the use or publication by them of their trademarks, trade names, and advertising literature and other intangible personal properties do not involve infringement or claimed infringement of any United States trademark, trade name, or copyright. No director, officer, stockholder, employee, consultant, distributor, representative, advisor, salesman or agent of the Corporation or any Subsidiary owns, directly or indirectly, in whole or in part, any trademarks, trade names, or copyrights, or applications for the foregoing, or tangible personal property which the Corporation or any Subsidiary is presently using or the use of which is necessary for the business of the Corporation or any Subsidiary as now conducted. To the Indemnitors' knowledge, none of the directors, officers, stockholders, employees, consultants, distributors, agents, representatives, advisors or salesmen of the Corporation or any Subsidiary has entered into any agreement regarding know-how, trade secrets, or prohibition or restriction of competition, or solicitation of customers or any other similar restrictive agreement or covenant, whether written or oral, with any Persons other than the Corporation and Subsidiaries.

Intangible Personal Property. Part 12(a) of the Schedule The Disclosure Letter contains a true an accurate and complete list and summary description of all distributorship, franchise and license agreements (whether the Company or any of its Subsidiaries is the grantor or grantee of such distributorship, franchise or license), and all patents, patent applications, trademarks, service marks, trademark applications and trade names, and copyrights and applications for names (whether the foregoing, all franchises, permits and other authorizations Company or any of its Subsidiaries owns such items or is licensed to use them) currently owned or used by the Corporation and SubsidiariesCompany or, all licenses with respect to which the Corporation ABG Assets, Scherer (the "Intellectual Property"). The Company or any Subsidiary is a licensor or licensee, all nonwholly-competition covenants, and all other intangible personal property owned or used by the Corporation and Subsidiaries. Each owxxx Xxxsidiary of the Corporation and Subsidiaries validly owns or is validly licensed under all intangible properties which are required or necessary for Company, or, with respect to the conduct of its business as now conductedABG Assets, and except as set forth on Part 12(b) of the ScheduleScherer, is the sole and exclusive owner of, or (in the case of txx Xxxxany or any of its Subsidiaries) is a valid licensee or lessee of, or has the right to use in the manner currently used, each of said properties, free and clear items of all Liens Intellectual Property and has the unrestricted right to use said propertiesin the manner currently used all other items of intangible personal property (including, having not granted without limitation, copyrights) owned or entered into used by the Company or any agreementof its Subsidiaries in any of their businesses or used by Scherer, covenant, license the Company or sublicense any of its Subsidiaries with respect thereto. Except as set forth on Part 12(c) to txx XXX Assets or the ABG Business (together with the Intellectual Property, the "Intangible Property"); said items of Intangible Property represent the Schedule, only intangible personal property required by the Company and its Subsidiaries in order to operate the ABG Business and the businesses presently conducted by the Company and its Subsidiaries; there are no claims or demands have been asserted against Scherer, the Corporation Company or any Subsidiary of its Subsidiaries with respect to any such axx xx xuch items of intangible propertyIntangible Property, and no proceedings have been instituted, are pending orpending, or to the Indemnitors' knowledge, knowledge of the Company have been threatened to terminate or cancel any such agreements or which challenge the rights right of Scherer, the Corporation Company or any Subsidiary of its Subsidiaries with respect to axx xx xaid items of Intangible Property; and there are no facts known to the Company which make it likely that any of such assets. To agreements will not be renewed at their next expiration date or which might reasonably serve as the Indemnitors' knowledge and except as set forth on Part 12(c) of the Schedule, the businesses and operations of the Corporation and Subsidiaries, and the use or publication by them of their trademarks, trade names, and advertising literature and other intangible personal properties do not involve infringement or claimed infringement of any United States trademark, trade name, or copyright. No director, officer, stockholder, employee, consultant, distributor, representative, advisor, salesman or agent of the Corporation or any Subsidiary owns, directly or indirectlybasis, in whole or in part, of any trademarksclaim that any part of the business carried on by the Company or any of its Subsidiaries infringes the patent, trademark, trade namesname, copyright, or copyrightsother rights of any other person. With respect to the Terumo litigation referenced in the Disclosure Letter, the Company makes no representation as to the likelihood of any ultimate determination, whether positive or applications for negative. Subject to the foregoinginterests of the Company's distributors in information generated by such distributors, the Company and its Subsidiaries have the unrestricted right to use, free from any rights or tangible personal property claims of others, all trade secrets and customer lists which the Corporation Company or any Subsidiary is presently using of its Subsidiaries has used or which the use of which is necessary for the business of the Corporation Company or any Subsidiary as of its Subsidiaries is now conducted. To using in connection with the Indemnitors' knowledge, none sale of any and all products or services which have been or are being sold by the directors, officers, stockholders, employees, consultants, distributors, agents, representatives, advisors or salesmen of the Corporation Company or any Subsidiary has entered into any agreement regarding know-howof its Subsidiaries, trade secrets, or prohibition or restriction of competition, or solicitation of customers or any other similar restrictive agreement or covenant, whether written or oral, with any Persons other than including assets included within the Corporation and SubsidiariesABG Business.

Intangible Personal Property. Part 12(a) All of the Schedule contains a true Seller's right, title and complete list and summary description of interest, if any, without warranty, in all trademarks, service marks, trade names, and copyrights and applications for the foregoing, all franchises, permits and other authorizations owned or used by the Corporation and Subsidiaries, all licenses to which the Corporation or any Subsidiary is a licensor or licensee, all non-competition covenants, and all other intangible personal property owned or used by related to the Corporation Real Property and Subsidiaries. Each the Improvements, including, without limitation, the following: (i) all trade names and trademarks associated with the Real Property and the Improvements, including Seller's rights and interests, if any, in the name of the Corporation Real Property; (ii) the plans and Subsidiaries validly owns specifications and other architectural and engineering drawings for the Improvements, if any (to the extent owned by Seller and assignable without cost to Seller); (iii) contract rights related to the operation or is validly licensed under ownership of the Real Property, including maintenance, service, construction, supply and equipment rental contracts, if any, but not including Leases or License Agreements (collectively, the "Service Contracts") (but only to the extent assignable without cost to Seller and Seller's obligations thereunder are expressly assumed by Purchaser pursuant to this Agreement); warranties (to the extent owned by Seller and assignable without cost to Seller); (iv) governmental permits, approvals and licenses, if any (to the extent owned by Seller and assignable without cost to Seller); and (v) telephone exchange numbers, to the extent owned by Seller and assignable without cost to Seller (all intangible properties of the items described in this Section 2.1.4 collectively referred to as the "Intangible Personal Property"). Tangible Personal Property and Intangible Personal Property shall not include (a) any appraisals or other economic evaluations of, or projections with respect to, all or any portion of the Property, including, without limitation, budgets prepared by or on behalf of Seller or any affiliate of Seller, (b) any documents, materials or information which are required subject to attorney/client, work product or necessary for the conduct of its business as now conductedsimilar privilege, and except as set forth on Part 12(b) of the Schedule, is the sole and exclusive owner of said properties, free and clear of all Liens and has the unrestricted right to use said properties, having not granted or entered into any agreement, covenant, license or sublicense with respect thereto. Except as set forth on Part 12(c) of the Schedule, no claims or demands have been asserted against the Corporation or any Subsidiary which constitute attorney communications with respect to any such items of intangible propertythe Property and/or Seller, or which are subject to a confidentiality agreement, and no proceedings have been instituted, are pending or, to the Indemnitors' knowledge, have been threatened which challenge the rights of the Corporation or (c) any Subsidiary with respect to any of such assets. To the Indemnitors' knowledge and except as set forth on Part 12(c) of the Schedule, the businesses and operations of the Corporation and Subsidiaries, and the use or publication by them of their trademarks, trade names, and advertising literature and other intangible personal properties do not involve infringement or claimed infringement of any United States trademark, trade name, xxxx or copyright. No director, officer, stockholder, employee, consultant, distributor, representative, advisor, salesman or agent of other identifying material that includes the Corporation names "Xxxxxxxx Xxxx," "Crow Holdings Capital Partners," "CH Realty," "Crow Holdings" or any Subsidiary owns, directly or indirectly, in whole or in part, any trademarks, trade names, or copyrights, or applications for the foregoing, or tangible personal property which the Corporation or any Subsidiary is presently using or the use of which is necessary for the business of the Corporation or any Subsidiary as now conducted. To the Indemnitors' knowledge, none of the directors, officers, stockholders, employees, consultants, distributors, agents, representatives, advisors or salesmen of the Corporation or any Subsidiary has entered into any agreement regarding know-how, trade secrets, or prohibition or restriction of competition, or solicitation of customers or any other similar restrictive agreement or covenant, whether written or oral, with any Persons other than the Corporation and Subsidiariesderivative thereof.

Intangible Personal Property. Part 12(a) All of the Schedule contains a true Seller’s right, title and complete list and summary description of all trademarksinterest, service marksif any, trade nameswithout warranty, and copyrights and applications for the foregoing, all franchises, permits and other authorizations owned or used by the Corporation and Subsidiaries, all licenses to which the Corporation or any Subsidiary is a licensor or licensee, all non-competition covenants, and all other intangible personal property owned or used by the Corporation and Subsidiaries. Each of the Corporation and Subsidiaries validly owns or is validly licensed under all intangible properties which are required or necessary for the conduct of its business as now conducted, and except as set forth on Part 12(b) herein, in all intangible personal property related to the Real Property and the Improvements, including, without limitation: all trade names and trade marks associated with the Real Property and the Improvements, including Seller’s rights and interests, if any, in the name of the ScheduleReal Property; the plans and specifications and other architectural and engineering drawings for the Improvements, is if any (to the sole extent assignable without cost to Seller); contract rights related to the operation, ownership or management of the Real Property, including maintenance, service, construction, supply and exclusive owner equipment rental contracts, if any, but not including Leases or License Agreements (collectively, the “Service Contracts”) (but only to the extent assignable without cost to Seller; warranties (to the extent assignable without cost to Seller); governmental permits, approvals and licenses, if any (to the extent assignable without cost to Seller); and telephone exchange numbers (to the extent assignable without cost to Seller) (all of said propertiesthe items described in this Section 2.1.4 collectively referred to as the “Intangible Personal Property”). To the extent any items of Intangible Personal Property cannot be assigned to Purchaser without cost to Seller, free Purchaser shall have the option, to be exercised in writing on or before the Closing Date, to accept such assignment and clear of all Liens pay any cost associated therewith, or to cause Seller to terminate the same (if applicable) at Seller’s expense, or to permit Seller to retain the same. Tangible Personal Property and has the unrestricted right to use said propertiesIntangible Personal Property shall not include (a) any appraisals or other economic evaluations of, having not granted or entered into any agreement, covenant, license or sublicense projections with respect thereto. Except as set forth on Part 12(c) to, all or any portion of the ScheduleProperty, no claims including, without limitation, budgets prepared by or demands have been asserted against the Corporation on behalf of Seller or any Subsidiary affiliate of Seller, (b) any documents, materials or information which are subject to attorney/client, work product or similar privilege, which constitute attorney communications with respect to any the Property and/or Seller, or which are subject to a confidentiality agreement, (c) such items documents, materials or information received by Seller from tenants and covered by confidentiality agreements between such tenants and Seller, except that such documents, materials or information shall be included in Tangible Personal Property if Purchaser shall have agreed in writing to be bound by the terms of intangible propertysuch confidentiality agreements prior to Seller’s delivery of such documents, materials and information to Purchaser, and no proceedings have been instituted, are pending or, to the Indemnitors' knowledge, have been threatened which challenge the rights of the Corporation or (d) any Subsidiary with respect to any of such assets. To the Indemnitors' knowledge and except as set forth on Part 12(c) of the Schedule, the businesses and operations of the Corporation and Subsidiaries, and the use or publication by them of their trademarks, trade names, and advertising literature and other intangible personal properties do not involve infringement or claimed infringement of any United States trademark, trade name, xxxx or copyright. No director, officer, stockholder, employee, consultant, distributor, representative, advisor, salesman or agent of other identifying material that includes the Corporation name “iStar” or any Subsidiary owns, directly or indirectly, in whole or in part, any trademarks, trade names, or copyrights, or applications for the foregoing, or tangible personal property which the Corporation or any Subsidiary is presently using or the use of which is necessary for the business of the Corporation or any Subsidiary as now conducted. To the Indemnitors' knowledge, none of the directors, officers, stockholders, employees, consultants, distributors, agents, representatives, advisors or salesmen of the Corporation or any Subsidiary has entered into any agreement regarding know-how, trade secrets, or prohibition or restriction of competition, or solicitation of customers or any other similar restrictive agreement or covenant, whether written or oral, with any Persons other than the Corporation and Subsidiariesderivative thereof.

Intangible Personal Property. Part 12(a) of the Schedule The Disclosure Letter contains a true an accurate and complete list and summary description of all distributorship, franchise and license agreements (whether the Company or any of its Subsidiaries is the grantor or grantee of such distributorship, franchise or license), and all patents, patent applications, trademarks, service marks, trademark applications and trade names, and copyrights and applications for names (whether the foregoing, all franchises, permits and other authorizations Company or any of its Subsidiaries owns such items or is licensed to use them) currently owned or used by the Corporation and SubsidiariesCompany or, all licenses with respect to which the Corporation ABG Assets, Xxxxxxx (the "Intellectual Property"). The Company or any a wholly-owned Subsidiary is a licensor or licensee, all non-competition covenants, and all other intangible personal property owned or used by the Corporation and Subsidiaries. Each of the Corporation and Subsidiaries validly owns or is validly licensed under all intangible properties which are required or necessary for Company, or, with respect to the conduct of its business as now conductedABG Assets, and except as set forth on Part 12(b) of the ScheduleXxxxxxx, is the sole and exclusive owner of, or (in the case of the Company or any of its Subsidiaries) is a valid licensee or lessee of, or has the right to use in the manner currently used, each of said properties, free and clear items of all Liens Intellectual Property and has the unrestricted right to use said propertiesin the manner currently used all other items of intangible personal property (including, having not granted without limitation, copyrights) owned or entered into used by the Company or any agreementof its Subsidiaries in any of their businesses or used by Xxxxxxx, covenant, license the Company or sublicense any of its Subsidiaries with respect thereto. Except as set forth on Part 12(c) to the ABG Assets or the ABG Business (together with the Intellectual Property, the "Intangible Property"); said items of Intangible Property represent the Schedule, only intangible personal property required by the Company and its Subsidiaries in order to operate the ABG Business and the businesses presently conducted by the Company and its Subsidiaries; there are no claims or demands have been asserted against Xxxxxxx, the Corporation Company or any Subsidiary of its Subsidiaries with respect to any of such items of intangible propertyIntangible Property, and no proceedings have been instituted, are pending orpending, or to the Indemnitors' knowledge, knowledge of the Company have been threatened to terminate or cancel any such agreements or which challenge the rights right of Xxxxxxx, the Corporation Company or any Subsidiary of its Subsidiaries with respect to any of said items of Intangible Property; and there are no facts known to the Company which make it likely that any such assets. To agreements will not be renewed at their next expiration date or which might reasonably serve as the Indemnitors' knowledge and except as set forth on Part 12(c) of the Schedule, the businesses and operations of the Corporation and Subsidiaries, and the use or publication by them of their trademarks, trade names, and advertising literature and other intangible personal properties do not involve infringement or claimed infringement of any United States trademark, trade name, or copyright. No director, officer, stockholder, employee, consultant, distributor, representative, advisor, salesman or agent of the Corporation or any Subsidiary owns, directly or indirectlybasis, in whole or in part, of any trademarksclaim that any part of the business carried on by the Company or any of its Subsidiaries infringes the patent, trademark, trade namesname, copyright, or copyrightsother rights of any other person. With respect to the Terumo litigation referenced in the Disclosure Letter, the Company makes no representation as to the likelihood of any ultimate determination, whether positive or applications for negative. Subject to the foregoinginterests of the Company's distributors in information generated by such distributors, the Company and its Subsidiaries have the unrestricted right to use, free from any rights or tangible personal property claims of others, all trade secrets and customer lists which the Corporation Company or any Subsidiary is presently using of its Subsidiaries has used or which the use of which is necessary for the business of the Corporation Company or any Subsidiary as of its Subsidiaries is now conducted. To using in connection with the Indemnitors' knowledge, none sale of any and all products or services which have been or are being sold by the directors, officers, stockholders, employees, consultants, distributors, agents, representatives, advisors or salesmen of the Corporation Company or any Subsidiary has entered into any agreement regarding know-howof its Subsidiaries, trade secrets, or prohibition or restriction of competition, or solicitation of customers or any other similar restrictive agreement or covenant, whether written or oral, with any Persons other than including assets included within the Corporation and SubsidiariesABG Business.

Intangible Personal Property. Part 12(a) All of Seller's right, title and interest in and to all intangible personal property not described in Sections 1.1, 1.2 and 1.4 of this Agreement which is used in connection with the ownership, financing, occupation, operation, and maintenance of the Schedule contains a true aforesaid buildings, improvements, fixtures, and complete list personal property located upon the Land, including, without limitation, the right to use the trade name "Market Place Shopping Center," and summary description all of Seller's right, title and interest in and to any and all other tradenames, trademarks, service marks, trade nameslogos, contract rights, telephone numbers, escrow accounts, guaranties, warranties, permits, licenses, approvals, certificates, soils reports, engineering studies, bonds, deposits, instruments, documents of title, general intangibles and business records, files, correspondence, tenant lists, tenant prospect lists, brochures and advertising materials pertaining to the aforesaid buildings, improvements, fixtures and personal property located upon the Land, rights in and to the surrounding dedicated streets, entitlement in and to any award made or to be made in lieu of any of Seller's interests to be conveyed, including any award or payment for any condemnation of the Land or any land in front of or adjoining all or any part of the Land, and copyrights and applications for the foregoing, all franchises, permits and other authorizations owned or used by the Corporation and Subsidiaries, all licenses to which the Corporation or any Subsidiary is a licensor or licensee, all non-competition covenants, goodwill and all other intangible personal property owned related to the Land or used by connected therewith and appurtenances related to the Corporation and SubsidiariesLand. Each Purchaser acknowledges that Seller makes no representation or warranty that Seller owns or has any right to transfer any of the Corporation intangible property described in this Section 1.3; provided, however, Seller does hereby represent and Subsidiaries validly owns warrant to Purchaser that Seller has not previously transferred all or is validly licensed under all intangible properties which are required or necessary for the conduct any portion of its business as now conductedright, title and except as set forth on Part 12(b) of the Scheduleinterest, is the sole if any, in and exclusive owner of said properties, free and clear of all Liens and has the unrestricted right to use said properties, having not granted or entered into any agreement, covenant, license or sublicense with respect thereto. Except as set forth on Part 12(c) of the Schedule, no claims or demands have been asserted against the Corporation or any Subsidiary with respect such intangible property to any such items of intangible property, and no proceedings have been instituted, are pending or, to the Indemnitors' knowledge, have been threatened which challenge the rights of the Corporation other individual or any Subsidiary with respect to any of such assets. To the Indemnitors' knowledge and except as set forth on Part 12(c) of the Schedule, the businesses and operations of the Corporation and Subsidiaries, and the use or publication by them of their trademarks, trade names, and advertising literature and other intangible personal properties do not involve infringement or claimed infringement of any United States trademark, trade name, or copyright. No director, officer, stockholder, employee, consultant, distributor, representative, advisor, salesman or agent of the Corporation or any Subsidiary owns, directly or indirectly, in whole or in part, any trademarks, trade names, or copyrights, or applications for the foregoing, or tangible personal property which the Corporation or any Subsidiary is presently using or the use of which is necessary for the business of the Corporation or any Subsidiary as now conducted. To the Indemnitors' knowledge, none of the directors, officers, stockholders, employees, consultants, distributors, agents, representatives, advisors or salesmen of the Corporation or any Subsidiary has entered into any agreement regarding know-how, trade secrets, or prohibition or restriction of competition, or solicitation of customers or any other similar restrictive agreement or covenant, whether written or oral, with any Persons other than the Corporation and Subsidiariesentity.