The Intangible Property. All intangible property and rights now or on the Closing Date (as hereinafter defined) owned or held by, or in favor of, the Seller in connection with the Property, the Improvements and the Personal Property or the use thereof, or any business or businesses conducted thereon, building and trade names (including all of the Seller's interest in the name Lake Crystal Apartments), business licenses, warranties (including those relating to construction or fabrication), utility contracts, telephone exchange numbers, advertising materials, plans and specifications, engineering plans and studies, soil reports, governmental approvals and development rights related to the Property and the Improvements or any part thereof and any credits, reimbursements or other amounts payable to the owner of any portion of the Property, the Improvements and the Personal Property (collectively the "Intangible Property");
The Intangible Property. As used herein, the term "INTANGIBLE PROPERTY" shall mean all of that certain intangible property owned by IWRA and used by IWRA in connection with all or any portion of the Real Property and/or the Personal Property, including, without limitation, all of IWRA's right, title and interest in, to and under: (a) all contract rights (including, without limitation, the Service Contracts), current accounts receivable (as determined in accordance with generally accepted accounting principles), books, records, reports, operating and training manuals, test results, environmental assessments, if any, as-built plans, specifications and other similar documents and materials relating to the use, operation, maintenance, repair, construction or fabrication of all or any portion of the Real Property and/or the Personal Property; (b) all rights, if any, in and to the trademarks, tradenames, patents, and trade secrets; (c) all computer software used in the operation and maintenance of all activities conducted on the Property (collectively, the "SOFTWARE"); (d) all transferable business licenses, architectural, site, landscaping or other permits, applications, approvals, authorizations and other entitlements affecting any portion of the Real Property; (e) all transferable guarantees, warranties and utility contracts relating to all or any portion of the Real Property; (f) all human resources files and records and all other records relating to any Transferred Employees; and (g) goodwill, all customer lists and player lists, mailing lists, casino files, copies of accounting records and copies of financial statements. Notwithstanding the foregoing, all originals of books, accounting records and other business records of IWRA may be retained by IWRA if HBR receives copies of such documents to the extent pertaining to the Property or the Gaming Facility, IWRA maintains such original documents to the extent pertaining to the Property or the Gaming Facility in good condition after the Closing Date and HBR is afforded such reasonable access to the original documents to the extent pertaining to the Property or the Gaming Facility as it may request. As used herein, "Intangible Property" shall not include the following (collectively, the "EXCLUDED INTANGIBLE PROPERTY"): (i) U.S. patent number 5,908,354, dated June 1, 1999, which is owned by the General Manager, (ii) the patent pending relating to activity boards used in the Gaming Equipment, which patent has been filed by the General M...
The Intangible Property. As used herein, the term “Intangible Property” shall mean all of that certain intangible property owned by Transferor and used by Transferor in connection with all or any portion of the Real Property and/or the Personal Property, including, without limitation, all of Transferor’s rights, titles and interests in, to and under: (a) the Leases, the Ground Lease, the REAs, all contract rights (including, without limitation, the Service Contracts), books, records, reports, test results, environmental assessments, if any, as-built plans, specifications and other similar documents and materials relating to the use, operation, maintenance, repair, construction or fabrication of all or any portion of the Real Property and/or the Personal Property; (b) all rights, if any, in and to the names “Bel Air,” “Greenville,” “Gxxxx Place,” and “Valdosta;” (c) all transferable business licenses, architectural, site, landscaping or other permits, applications, approvals, authorizations and other entitlements affecting any portion of the Real Property; and (d) all transferable guarantees, warranties and utility contracts relating to all or any portion of the Real Property. Notwithstanding the foregoing or anything set forth in Sections 1 or 5.3 hereof to the contrary, Intangible Property shall not include the names “Colonial” or “Colonial Mall” or any variation thereof, along with any tradename, trademark or trade dress of Transferor related thereto (collectively, the “Excluded Names & Marks”), or any signs containing the Excluded Names & Marks or any tradename, trademark or trade dress of Transferor.
The Intangible Property. Purchased Property shall not include (i) any deferred tax assets or refunds with respect to Taxes not reflected on the Financial Statements or that constitute Excluded Liabilities; (ii) shares of capital stock of Tilia US and Tilia Canada; (iii) any distributions of Purchase Price proceeds; (iv) assets not enumerated in items (i) through (x) above; (v) any rights under this Agreement or under any other agreement between Sellers and Buyer entered into on or after the Closing Date; (vi) the bank account held at BNP Paribas located in Hong Kong, which immediately prior to the Closing shall have a Cash balance of no more than $100; (vii) the bank account held at Union Bank of California located in California, which immediately prior to the Closing shall have a Cash balance of no more than $100; and (viii) the bank account held at CIBC Xxxxxxxxxxx located in Canada, which immediately prior to the Closing shall have a Cash balance of no more than $100.
The Intangible Property. As used herein, the term "Intangible Property" shall mean all of Sellers’ right, title and interest in and to that certain intangible property owned by Sellers or used by Sellers exclusively in connection with all or any portion of the Real Property, including, without limitation, all of Sellers’ right, title and interest, if any, in and to: (a) all plats, improvement plans, drawings and specifications and development rights and credits relating to the Property, (b) all books, records, reports, test results, environmental assessments, if any, as-built plans, specifications and other similar documents and materials relating to the use, operation, maintenance, repair, construction or fabrication of all or any portion of the Real Property; (c) all transferable business licenses, architectural, site, landscaping or other permits, applications, approvals, authorizations and other entitlements affecting any portion of the Real Property; and (d) all transferable guarantees, warranties and utility contracts relating to all or any portion of the Real Property. Purchase and Sale Agreement and Joint Escrow Instructions
The Intangible Property. As used herein, the term "Intangible Property" shall mean, as to each Real Property, all of that certain intangible property owned by the applicable Seller and used by the applicable Seller in connection with all or any portion of such Real Property and/or the Personal Property for such Real Property, including, without limitation, all of the applicable Seller's right, title and interest in, to and under: (a) the Leases for such Real Property, all contract rights (including, without limitation, the applicable "Service Contracts," as hereinafter defined) for such Real Property, books, records, reports, test results, environmental assessments, if any, as-built plans, specifications and other similar documents and materials relating to the use, operation, maintenance, repair, construction or fabrication of all or any portion of such Real Property and/or such Personal Property; (b) all rights, if any, in and to the Property name listed for such Real Property on Exhibit "A" attached hereto; (c) all transferable business licenses, architectural, site, landscaping or other permits, applications, approvals, authorizations and other entitlements affecting any portion of such Real Property; and (d) all transferable guarantees, warranties and utility contracts relating to all or any portion of such Real Property. Buyer shall have no right to use the name "Xxxxxxx." Buyer shall use commercially reasonable efforts to remove on or before the ninetieth (90th) day after the Closing Date (and shall remove on or before the sixth (6th) month after the Closing Date) the name "Xxxxxxx" from all signs at the Properties, and all promotional and other materials used in connection with the Properties.
The Intangible Property. As used herein, the term "Intangible Property" ----------------------- ------------------- shall mean all of Seller's right, title and interest in and to that certain intangible property owned by Seller and used by Seller exclusively in connection with all or any portion of the Real Property and/or the Personal Property, including, without limitation, all of Seller's right, title and interest, if any, in and to: (a) the Leases, (b) all contracts identified on Exhibit "C" attached hereto (collectively, the "Service Contracts"), but ---------- ----------------- only to the extent that such are assignable, all books, records, reports, test results, environmental assessments, if any, as-built plans, specifications and other similar documents and materials relating to the use, operation, maintenance, repair, construction or fabrication of all or any portion of the Real Property and for the Personal Property; (c) all transferable business licenses, architectural, site, landscaping or other permits, applications, approvals, authorizations and other entitlements affecting any portion of the Real Property and Personal Property; and (d) all transferable guarantees, warranties and utility contracts relating to all or any portion of the Real Property.
The Intangible Property. All intangible property and rights now or on the Closing Date (as hereinafter defined) owned or held by Seller in connection with the Land, the Improvements and the Personal Property or the use thereof, or any business or businesses conducted thereon, building and trade names (including all of Seller's interest in the name "Lakes Edge Apartments"), business licenses, warranties (including those relating to construction or fabrication), utility contracts, telephone exchange numbers, advertising materials, plans and specifications, engineering plans and studies, soil reports, governmental approvals and development rights related to the Land and the Improvements or any part thereof and any credits, reimbursements or other amounts payable to the owner of any portion of the Land, the Improvements and the Personal Property (the "Intangible Property");
The Intangible Property. As used herein, the term “Intangible Property” shall mean, as to each Real Property, all of that certain intangible property owned by Seller and used by Seller in connection with the operation and maintenance of all or any portion of the Real Property and/or the Personal Property (but not including any used in connection with the operation of Buyer’s business at the Real Property), including, without limitation, all of Seller’s right, title and interest in, to and under: (i) all books, records, reports, if any, as-built plans, specifications and other similar documents and materials relating to the use, operation, maintenance, repair, construction or fabrication of all or any portion of the Real Property and/or the Personal Property or use and occupancy thereof; (ii) all transferable, architectural, site, landscaping or other permits, applications, approvals, authorizations and other entitlements affecting any portion of the Real Property; and (iii) all transferable guarantees, warranties relating to all or any portion of the Real Property
The Intangible Property. Notwithstanding any provision of this Agreement to the contrary, expressly excluded from the Properties, are all rights of Cousins Properties Incorporated as Declarant under the Master Declaration and all rights of Cousins Properties Incorporated as Declarant under the Plaza Declaration.
