Common use of Intangible Personal Property Clause in Contracts

Intangible Personal Property. All of Seller's right, title and interest, if any, without warranty, in all of the following intangible personal property related to the Real Property and the Improvements: (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 Real Property; (ii) the plans and 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, ownership or management of the Real Property, including maintenance, service, construction, supply and equipment rental contracts, if any, but not including Leases, License Agreements, leasing or listing agreements or management agreements (collectively, the "Service Contracts") (but only to the extent assignable without cost to Seller and only to the extent Seller's obligations thereunder are expressly assumed by Purchaser pursuant to this Agreement); (iv) warranties and guaranties (to the extent owned by Seller and assignable without cost to Seller); (v) governmental permits, approvals and licenses, if any (to the extent owned by Seller and assignable without cost to Seller); and (vi) telephone exchange numbers (to the extent owned by Seller and assignable without cost to Seller (all 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 subject to attorney/client, work product or similar privilege, which constitute attorney communications with respect to the Property and/or Seller, or which are subject to a confidentiality agreement, and (c) any trade name, xxxx or other identifying material that includes the names "Woodmont," "The Woodmont Company," "L&B Realty" or any derivatives thereof.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Cole Credit Property Trust V, Inc.)

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Intangible Personal Property. All of Seller's ’s right, title and interest, if any, without warrantywarranty (except as expressly provided herein and any other document executed by Seller and delivered to Purchaser at Closing), in all of the following intangible personal property related to the Real Property and the Improvements, including, without limitation: (i) all trade names and trademarks trade marks associated with the Real Property and the Improvements, including Seller's ’s rights and interests, if any, in the name of the Real Property; (ii) the plans and specifications and other architectural and engineering drawings for the Improvements, if any (to the extent owned by Seller and assignable without cost to Seller); warranties (iii) contract rights related to the operation, ownership or management of the Real Property, including maintenance, service, construction, supply and equipment rental contracts, if any, but not including Leases, License Agreements, leasing or listing agreements or management agreements (collectively, the "Service Contracts") (but only to the extent assignable without cost to Seller and only to the extent Seller's obligations thereunder are expressly assumed by Purchaser pursuant to this Agreement); (iv) warranties and guaranties (to the extent owned by Seller and assignable without cost to Seller); (v) governmental permits, approvals and licenses, if any (to the extent owned by Seller and assignable without cost to Seller); and (vi) telephone exchange numbers (to the extent owned by Seller and assignable without cost to Seller (all 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 subject to attorney/client, work product or similar privilege, which constitute attorney communications with respect to the Property and/or Seller, or which are subject to a confidentiality agreement, and (c) any trade name, xxxx or other identifying material that includes the names "Woodmont," "The Woodmont Company," "L&B Realty" name “iStar”, “aStar”, “AutoStar” or any derivatives derivative thereof.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Asbury Automotive Group Inc)

Intangible Personal Property. All of Seller's right, title and interest, if any, without warranty, in all of the following intangible personal property related to the Real Property and the Improvements, including, without limitation: (i) all trade names and trademarks trade marks associated with the Real Property and the Improvements, including Seller's rights and interests, if any, in the name of the Real Property; (ii) , the plans and 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, ownership or management of the Real Property, including maintenance, service, construction, supply and equipment rental contracts, if any, but not including Leases, Leases or License Agreements, leasing or listing agreements or management agreements Agreements (collectively, the "Service ContractsSERVICE CONTRACTS") (but only to the extent assignable without cost to Seller and only to the extent Seller's obligations thereunder are expressly assumed by Purchaser pursuant to this Agreement); (iv) warranties and guaranties (to the extent owned by Seller and assignable without cost to Seller); (v) governmental permits, approvals and licenses, if any (to the extent owned by Seller and assignable without cost to Seller); and (vi) telephone exchange numbers (to the extent owned by Seller and assignable without cost to Seller (all of the items described in this Section SECTION 2.1.4 collectively referred to as the "Intangible Personal PropertyINTANGIBLE 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 subject to attorney/client, work product or similar privilege, which constitute attorney communications with respect to the Property and/or Seller, or which are subject to a confidentiality agreement, and (c) any trade name, xxxx or other identifying material that includes the names name "Woodmont,Xxxxxxxx Xxxx" or the name "The Woodmont Company," "L&B RealtyCrow Holdings" or any derivatives derivative thereof.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Inland Western Retail Real Estate Trust Inc)

Intangible Personal Property. All of Seller's right, title and interest, if any, without warranty, in all of the following intangible personal property related to the Real Property and the Improvements, including, without limitation: (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 Real Property; (ii) any domain name associated with the Real Property; the plans and specifications and other architectural and engineering drawings for the Improvements, if any (to the extent owned by Seller and assignable without cost to SellerSeller unless Purchaser assumes the cost of such assignment); (iii) contract rights related to the operation, ownership or management of the Real Property, including maintenance, service, construction, supply and equipment rental contracts, if any, but not including Leases, License Agreements, leasing or listing agreements or management agreements Leases (collectively, the "Service Contracts") (but only to the extent assignable without cost to Seller unless Purchaser assumes the cost of such assignment and only to the extent Seller's obligations thereunder are expressly assumed by Purchaser pursuant to this Agreement); (iv) warranties and guaranties (to the extent owned by Seller and assignable without cost to SellerSeller unless Purchaser assumes the cost of such assignment); (v) governmental permits, approvals and licenses, if any (to the extent owned by Seller and assignable without cost to SellerSeller unless Purchaser assumes the cost of such assignment); and (vi) telephone exchange numbers (to the extent owned by Seller and assignable without cost to Seller unless Purchaser assumes the cost of such assignment) (all of the items described in this Section 2.1.4 0 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 subject to attorney/client, work product or similar privilege, which constitute attorney communications with respect to the Property and/or Seller, or which are subject to a confidentiality agreement, and (c) any trade name, xxxx or other identifying material that includes the names name "Woodmont," "The Woodmont Company," "L&B RealtyThackeray Partners" or any derivatives derivative thereof.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Plymouth Industrial REIT Inc.)

Intangible Personal Property. All of Seller's right, title and interest, if any, without warranty, in all of the following intangible personal property related to the Real Property and the Improvements, including, without limitation: (i) all trade names and trademarks trade marks associated with the Real Property and the Improvements, including Seller's rights and interests, if any, in the name of the Real Property; (ii) the plans and specifications and other architectural and engineering drawings PURCHASE AND SALE AGREEMENT -North Ranch Pavilions, Thousand Oaks, California - Page 4 for the Improvements, if any (to the extent owned by Seller and assignable without cost to Seller); (iii) contract rights related to the operation, ownership or management of the Real Property, including maintenance, service, construction, supply and equipment rental contracts, if any, but not including Leases, Leases or License Agreements, leasing or listing agreements or management agreements Agreements (collectively, the "Service ContractsSERVICE CONTRACTS") (but only to the extent assignable without cost to Seller and only to the extent Seller's obligations thereunder are expressly assumed by Purchaser pursuant to this Agreement); (iv) warranties and guaranties (to the extent owned by Seller and assignable without cost to Seller); (v) governmental permits, approvals and licenses, if any (to the extent owned by Seller and assignable without cost to Seller); and (vi) telephone exchange numbers (to the extent owned by Seller and assignable without cost to Seller (all of the items described in this Section SECTION 2.1.4 collectively referred to as the "Intangible Personal PropertyINTANGIBLE 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 subject to attorney/client, work product or similar privilege, which constitute attorney communications with respect to the Property and/or Seller, or which are subject to a confidentiality agreement, and (c) any trade name, xxxx or other identifying material that includes the names name "Woodmont,Xxxxxxxx Xxxx" or the name "The Woodmont Company," "L&B RealtyCrow Holdings" or any derivatives derivative thereof.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Inland Western Retail Real Estate Trust Inc)

Intangible Personal Property. All of Seller's ’s right, title and interest, if any, without warranty, in all of the following intangible personal property related to used or useful solely in connection with the Real Property and the Improvements, including, without limitation: (i) all trade names and trademarks associated with the Real Property and the Improvements, including Seller's ’s rights and interests, if any, in the name of the Real Property; (ii) the plans and 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, ownership or management of the Real Property, including maintenance, service, construction, supply and equipment rental contracts, if any, but not including Leases, License Agreements, leasing or listing agreements or management agreements any (collectively, the "Service Contracts") (but only to the extent assignable without cost to Seller and only to the extent Seller's ’s obligations thereunder are expressly assumed by Purchaser pursuant to this Agreement); (iv) warranties and guaranties (to the extent owned by Seller and assignable without cost to Seller); (v) and governmental permits, approvals and licenses, if any (to the extent owned by Seller and assignable without cost to Seller); and (vi) telephone exchange numbers (to the extent owned by Seller and assignable without cost to Seller (all of the items described in this Section 2.1.4 2.1.3 collectively referred to as the "Intangible Personal Property"); provided, however, the foregoing Intangible Personal Property shall be expressly limited to such property used or useful solely in connection with the Real Property and the Improvements and shall in no event include any property otherwise related to any other business operations conducted by any of Seller’s affiliates. Tangible Personal Property and Intangible Personal Property shall not include (a) all cash on hand or on deposit in any bank, operating account or other account maintained in connection with the ownership, operation or management of the Property, cash equivalents (including certificates of deposit), deposits held by third parties (e.g., utility companies) and bank accounts, (b) all insurance policies maintained in connection with the ownership, operation or management of the Property, (c) 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, (bd) any documents, materials or information which are subject to attorney/client, work product or similar privilege, which constitute attorney communications with respect to the Property and/or Seller, or which are subject to a confidentiality agreement, (e) any documents pertaining solely to the marketing of the Property and any direct or indirect interest therein for sale to prospective purchasers, and (cf) any trade name, xxxx mxxx or other identifying material that includes the names "Woodmont," "The Woodmont Company," "L&B Realty" name “Network Associates” or the name “McAfee” or any derivatives derivative thereof.

Appears in 1 contract

Samples: Purchase and Sale Agreement (McAfee Corp.)

Intangible Personal Property. All of Seller's ’s right, title and interest, if any, without warranty, in all of the following intangible personal property related to the Real Property and the Improvements, including, without limitation: (i) all trade names and trademarks trade marks associated with the Real Property and the Improvements, including Seller's ’s rights and interests, if any, in the name of the Real Property; (ii) the plans and 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, ownership or management of the Real Property, including maintenance, service, construction, supply and equipment rental contracts, if any, but not including Leases, Leases or License Agreements, leasing or listing agreements or management agreements Agreements (collectively, the "Service Contracts") (but only to the extent assignable without cost to Seller and only to the extent Seller's ’s obligations thereunder are expressly assumed by Purchaser pursuant to this Agreement); (iv) warranties and guaranties (to the extent owned by Seller and assignable without cost to Seller); (v) governmental permits, approvals and licenses, if any (to the extent owned by Seller and assignable without cost to Seller); and (vi) telephone exchange numbers (to the extent owned by Seller and assignable without cost to Seller (all 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 subject to attorney/client, work product or similar privilege, which constitute attorney communications with respect to the Property and/or Seller, or which are subject to a confidentiality agreement, and (c) any trade name, xxxx or other identifying material that includes the names "Woodmont," "The Woodmont Company," "L&B Realty" name “Xxxxxxxx Xxxx” or the name “Crow Holdings” or any derivatives derivative thereof.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Behringer Harvard Opportunity REIT I, Inc.)

Intangible Personal Property. All of Seller's ’s right, title and interest, if any, without warranty, in all of the following intangible personal property related to the Real Property and the Improvements: (i) improvements, including, without limitation; all trade names and trademarks associated with the Real Property and the Improvements, including Seller's ’s rights and interests, if any, in the name of the Real PropertyProperty (but specifically excluding any trade names or trademarks incorporating the name “Equastone”); (ii) the plans and 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, ownership or management of the Real Property, including maintenance, service, construction, supply and equipment rental contracts, if any, but not including Leases, leases or License Agreements, leasing or listing agreements or management agreements Agreements (collectively, the "Service Contracts") (but only to the extent assignable without cost to Seller and only to the extent Seller's ’s obligations thereunder are expressly assumed by Purchaser pursuant to this Agreement); (iv) warranties and guaranties (to the extent owned by Seller and assignable without cost to Seller); (v) governmental permits, approvals and licenses, if any (to the extent owned by Seller and assignable without cost to Seller); and (vi) telephone exchange numbers (to the extent owned by Seller and assignable without cost to Seller (all of the items described in this Section 2.1.4 2.1.3 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, and (b) any documents, materials or information which are subject to attorney/client, work product or similar privilege, which constitute attorney communications with respect to the Property and/or Seller, or which are subject to a confidentiality agreement, and (c) any trade name, xxxx or other identifying material that includes the names "Woodmont," "The Woodmont Company," "L&B Realty" or any derivatives thereof.

Appears in 1 contract

Samples: Purchase and Sale Agreement (KBS Strategic Opportunity REIT, Inc.)

Intangible Personal Property. All of Seller's right, title and interest, if any, without warranty, in all of the following intangible personal property related to the Real Property and the Improvements, including, without limitation: (i) all trade names and trademarks trade marks associated with the Real Property and the Improvements, including Seller's rights and interests, if any, in the name of the Real Propertynames “Ocoee Self Storage” and “Ocoee Storage Center”; (ii) the plans and 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, ownership or management of the Real Property, including maintenance, service, construction, supply and equipment rental contractsthose service contracts assumed by Purchaser pursuant to Section 4.6 below, if any, but not including Leases, Leases or License Agreements, leasing or listing agreements or management agreements Agreements (collectively, the "Service Contracts") (but only to the extent assignable without cost to Seller and only to the extent Seller's obligations thereunder are expressly assumed by Purchaser pursuant to this Agreement); (iv) warranties and guaranties (to the extent owned by Seller and assignable without cost to Seller); (v) governmental permits, approvals and licenses, if any (to the extent owned by Seller and assignable without cost to Seller); and (vi) telephone exchange numbers (to the extent owned by Seller and assignable without cost to Seller); the goodwill, reputation and prestige associated with the Real Property ("Goodwill"); the internet related property rights owned by Seller and relating to the Property set forth on Exhibit H hereto, but expressly excluding any internet websites hosted or owned by Seller's property manager (all 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 subject to attorney/client, work product or similar privilege, which constitute attorney communications with respect to the Property and/or Seller, or which are subject to a confidentiality agreement, and (c) any trade name, xxxx or other identifying material that includes the names "Woodmont," "The Woodmont Company," "L&B Realty" or any derivatives thereof.include

Appears in 1 contract

Samples: Purchase and Sale Agreement (Strategic Storage Trust IV, Inc.)

Intangible Personal Property. All of Seller's ’s right, title and interest, if any, without warranty, in all of the following intangible personal property related to the Real Property and the Improvements, including, without limitation: (i) all trade names and trademarks trade marks associated with the Real Property and the Improvements, including Seller's ’s rights and interests, if any, in the name of the Real Property; (ii) the plans and 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, ownership or management of the Real Property, including maintenance, service, construction, supply and equipment rental contracts, if any, but not including Leases, Leases or License Agreements, leasing or listing agreements or management agreements Agreements (collectively, including, without limitation, the "agreements listed on Exhibit K attached hereto, the “Service Contracts") (but only to the extent assignable without cost to Seller and only to the extent Seller's ’s obligations thereunder are expressly assumed by Purchaser pursuant to this Agreement); (iv) warranties and guaranties (to the extent owned by Seller and assignable without cost to Seller); (v) governmental permits, approvals and licenses, if any (to the extent owned by Seller and assignable without cost to Seller); and (vi) telephone exchange numbers (to the extent owned by Seller and assignable without cost to Seller (all 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 subject to attorney/client, work product or similar privilege, which constitute attorney communications with respect to the Property and/or Seller, or which are subject to a confidentiality agreement, and (cand(c) any trade name, xxxx or other identifying material that includes the names "Woodmont," "The Woodmont Company," "L&B Realty" name “Xxxxxxxx Xxxx” or the name “Crow Holdings” or any derivatives derivative thereof.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Wells Real Estate Investment Trust Ii Inc)

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Intangible Personal Property. All of Seller's ’s right, title and interest, if any, without warranty, in all of the following intangible personal property related to the Real Property and the Improvements, including, without limitation: (i) all trade names names, trade marks and trademarks service marks associated with the Real Property and the Improvements, including Seller's ’s rights and interests, if any, interests in the name of each of the projects comprising the Real Property; (ii) the plans and 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, ownership or management of the Real Property, including maintenance, service, construction, supply and equipment rental contracts, if any, but not including Leases, Leases or License Agreements, leasing or listing agreements or management agreements Agreements (collectively, the "Service Contracts") (but only to the extent assignable without cost to Seller and only to the extent Seller's ’s obligations thereunder are expressly assumed by Purchaser pursuant to this Agreement); (iv) warranties and guaranties (to the extent owned by Seller and assignable without material cost to Seller); (v) governmental permits, approvals and licenses, if any (to the extent owned by Seller and assignable without material cost to Seller); condominium declaration, condominium master deed or other condominium documents prepared by Seller’s predecessor in title in connection with the conversion of the Property to a condominium project, to the extent such items are in Seller’s possession or control and (vi) delivery of such items to Purchaser would not violate any agreement binding on Seller or its affiliates, and telephone exchange numbers (to the extent owned by Seller and assignable without cost to Seller (all 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 subject to attorney/client, work product or similar privilege, which constitute attorney communications with respect to the Property and/or Seller, or which are subject to a confidentiality agreement, and (c) any trade name, xxxx or other identifying material that includes the names "Woodmont," "The Woodmont Company," "L&B Realty" name “iStar” or any derivatives derivative thereof, and (d) all of Seller’s present and future rights in and to all refunds, rebates, reimbursements, reserves, deferred payments, deposits, cost savings, governmental subsidy payments, governmentally-registered credits (such as emissions reduction credits), other credits, waivers and payments, whether in cash or kind, due from or payable by any governmental agency or other entity, or any insurance or utility company, or any other person relating to any or all of the Property, or any improvements thereon or any of the Tangible Personal Property or Intangible Personal Property described herein (i) for any taxes, special taxes, assessments, or similar governmental or quasi-governmental charges or levies imposed upon Seller (or any prior owner of the Property) and applicable to periods before the Closing Date or (ii) arising out of satisfaction of any condition imposed upon or the obtaining of any approvals for the development of the Project or the improvements thereon; including, but not limited to, any monies, fees, credits, reimbursements, contributions, or other consideration that Seller (or any prior owner of the Property) is entitled to claim or receive, from any governmental agency or any other person or entity, in connection with any work performed or expenditures made by Seller (or any prior owner of the Property), at any time prior to the Effective Date.

Appears in 1 contract

Samples: Purchase and Sale Agreement (NTS Realty Holdings Lp)

Intangible Personal Property. All of Seller's ’s right, title and interest, if any, without warranty, except as set forth in Section 9.1.10, and only to the extent assignable, in all of the following intangible personal property related to the Real Property and the Improvements: , including, without limitation (i) all trade names and trademarks trade marks associated with the Real Property and the Improvements, including Seller's rights and interests, if any, in any sales and marketing materials relating to the name of the Real Property; (ii) all websites and domain names associated with the plans and specifications and other architectural and engineering drawings for the Improvements, if any (to the extent owned by Seller and assignable without cost to Seller)Hotel; (iii) contract rights related to the operation, ownership or management of the Real Property, including maintenance, service, construction, supply and equipment rental contracts, if any, but not including Leases, License Agreements, leasing or listing agreements or management agreements Leases (collectively, the "Service Contracts") (but only to the extent assignable without cost to Seller and only to the extent Seller's ’s obligations thereunder are expressly assumed by Purchaser pursuant to this Agreement); (iv) warranties and guaranties (to the extent owned by Seller and assignable without cost to Seller); (v) governmental permits, approvals and licenses, if any (to the extent owned by Seller and assignable without cost to Seller); and (vi) telephone exchange numbers (to the extent owned by Seller and assignable without cost to Seller (Seller) all 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 subject to attorney/client, work product or similar privilege, which constitute attorney communications with respect to the Property and/or Seller, or which are subject to a confidentiality agreement, and (c) any trade name, xxxx or other identifying material that includes the names "Woodmont," "The Woodmont Company," "L&B Realty" name “iStar” or any derivatives derivative thereof.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Pebblebrook Hotel Trust)

Intangible Personal Property. All of Seller's ’s right, title and interest, if any, without warranty, in all of the following intangible personal property property, good will, rights and privileges related to the Real Property and the Improvements, including, without limitation: (i) all trade names and trademarks associated with the Real Property and the Improvements, including Seller's ’s rights and interests, if any, in the name of the Real Property; (ii) the plans and 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, ownership or management of the Real Property, including maintenance, service, construction, supply and equipment rental contracts, and, to the extent assigned to Purchaser pursuant to Section 6.2, rights, claims and recoveries under insurance policies related to the Real Property, if any, but not including Leases, the Lease or License Agreements, leasing or listing agreements or management agreements Agreements (collectively, the "Service Contracts") (but only to the extent assignable without cost to Seller and only to the extent Seller's ’s obligations thereunder are expressly assumed by Purchaser pursuant to this Agreement); (iv) warranties and guaranties (to the extent owned by Seller and assignable without cost to Seller); (v) governmental permits, approvals and licenses, if any (to the extent owned by Seller and assignable without cost to Seller); and (vi) telephone exchange numbers (to the extent owned by Seller and assignable without cost to Seller (all 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) all cash on hand or on deposit in any bank, operating account or other account maintained in connection with the ownership, operation or management of the Property, cash equivalents (including certificates of deposit), deposits held by third parties (e.g., utility companies) and bank accounts (subject to Seller’s obligation to prorate certain rents, expenses and deposits as provided in Article 8 below), (b) 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, (bc) any documents, materials or information which are subject to attorney/client, work product or similar privilege, which constitute attorney communications with respect to the Property and/or Seller, or which are subject to a confidentiality agreement, (d) any documents pertaining solely to the marketing of the Property and any direct or indirect interest therein for sale to prospective purchasers, and (ce) any trade name, xxxx mxxx or other identifying material that includes the names "Woodmont," "The Woodmont Company," "L&B Realty" name “Thackeray” or any derivatives derivative thereof.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Industrial Property Trust Inc.)

Intangible Personal Property. All of Seller's the Subsidiary’s right, title and interest, if any, without warranty, except as set forth herein, in all of the following intangible personal property related to the Real Property and the Improvements, including, without limitation: (i) all trade names and trademarks trade marks associated with the Real Property and the Improvements, including Seller's the Subsidiary’s rights and interests, if any, in the name of the Real Property; (ii) the plans and specifications and other architectural and engineering drawings for the Improvements, if any (to the extent owned by Seller and assignable without cost to Seller)any; (iii) contract rights related to the operation, ownership or management of the Real Property, including maintenance, service, construction, supply and equipment rental contracts, if any, but not including Leases, Leases or License Agreements, leasing or listing agreements or management agreements Agreements (collectively, the "Service Contracts") (but only to the extent assignable without cost to Seller and only to the extent Seller's obligations thereunder are expressly assumed by Purchaser pursuant to this Agreement); (iv) warranties and guaranties (to the extent owned by Seller and assignable without cost to Seller)warranties; (v) governmental permits, approvals and licenses, if any (to the extent owned by Seller and assignable without cost to Seller)any; and (vi) telephone exchange numbers (to the extent owned by Seller and assignable without cost to Seller (all of the items described in this Section 2.1.4 1.1.21(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 and the Subsidiary or any affiliate of SellerSeller or the Subsidiary, (b) any documents, materials or information which are subject to attorney/client, work product or similar privilege, which constitute attorney communications with respect to the Property Property, Seller and/or Sellerthe Subsidiary, or which are subject to a confidentiality agreement, (c) such documents, materials or information received by Seller or the Subsidiary from tenants and covered by confidentiality agreements between such tenants and Seller or the Subsidiary, 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 such confidentiality agreements prior to Seller’s delivery of such documents, materials and information to Purchaser, and (cd) any trade name, xxxx or other identifying material that includes the names "Woodmont," "The Woodmont Company," "L&B Realty" name “iStar” or any derivatives derivative thereof.

Appears in 1 contract

Samples: Partnership Interests Purchase and Sale Agreement (Dividend Capital Total Realty Trust Inc.)

Intangible Personal Property. All of Seller's ’s right, title and interest, if any, without warranty, in all of the following intangible personal property related to the Real Property and the Improvements, including, without limitation: (i) all trade names and trademarks trade marks associated with the Real Property and the Improvements, including Seller's ’s rights and interests, if any, in the name of the Real Property; (ii) the plans and 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, ownership or management of the Real Property, including maintenance, service, construction, supply and equipment rental contracts, if any, but not including Leases, License Agreements, leasing or listing agreements or management agreements any (collectively, the "Service Contracts") (but only to the extent assignable without cost to Seller and only to the extent Seller's ’s obligations thereunder are expressly assumed by Purchaser pursuant to this Agreement); (iv) warranties and guaranties (to the extent owned by Seller and assignable without cost to Seller); (v) governmental permits, approvals and licenses, if any (to the extent owned by Seller and assignable without cost to Seller); and (vi) telephone exchange numbers (to the extent owned by Seller and assignable without cost to Seller (all 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 subject to attorney/client, work product or similar privilege, which constitute attorney communications with respect to the Property and/or Seller, or which are subject to a confidentiality agreement, and (c) any trade name, xxxx or other identifying material that includes the names "Woodmont," "The Woodmont Company," "L&B Realty" name “iStar” or any derivatives derivative thereof, and (d) all of Seller’s present and future rights in and to all refunds, rebates, reimbursements, reserves, deferred payments, deposits, cost savings, governmental subsidy payments, governmentally-registered credits (such as emissions reduction credits), other credits, waivers and payments, whether in cash or kind, due from or payable by any governmental agency or other entity, or any insurance or utility company, or any other person relating to any or all of the Property, or any improvements thereon or any of the Tangible Personal Property or Intangible Personal Property described herein (i) for any taxes, special taxes, assessments, or similar governmental or quasi-governmental charges or levies imposed upon Seller (or any prior owner of the Property) or (ii) arising out of satisfaction of any condition imposed upon or the obtaining of any approvals for the development of the Project or the improvements thereon; including, but not limited to, any monies, fees, credits, reimbursements, contributions, or other consideration that Seller (or any prior owner of the Property) is entitled to claim or receive, from any governmental agency or any other person or entity, in connection with any work performed or expenditures made by Seller (or any prior owner of the Property), at any time prior to the Effective Date.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Lighting Science Group Corp)

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