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 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 Real Property; the plans and specifications and other architectural and engineering drawings for the Improvements, if any (to the 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 equipment rental contracts, if any, but not including Leases (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 assignable without cost to Seller); governmental permits, approvals and licenses, if any (to the extent assignable without cost to Seller); telephone exchange numbers (to the extent assignable without cost to Seller); and all of Seller’s rights and liabilities related to the settlement of the pending claims and litigation described on Exhibit E attached hereto (collectively, the “Pending Litigation) satisfactory or acceptable to Purchaser pursuant to Section 7.2.4 (all of the items described in this Section 2.1.4 collectively referred to as the “Intangible Personal Property”).

Appears in 1 contract

Sources: Purchase and Sale Agreement (Phillips Edison - ARC Shopping Center REIT Inc.)

Intangible Personal Property. All of Sellerthe Subsidiary’s right, title and interest, if any, without warranty, except as set forth 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 Sellerthe Subsidiary’s rights and interests, if any, in the name of the Real Property; the plans and specifications and other architectural and engineering drawings for the Improvements, if any (to the extent assignable without cost to Seller)any; 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 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 assignable without cost to Seller)warranties; governmental permits, approvals and licenses, if any (to the extent assignable without cost to Seller)any; and telephone exchange numbers (to the extent assignable without cost to Seller); and all of Seller’s rights and liabilities related to the settlement of the pending claims and litigation described on Exhibit E attached hereto (collectively, the “Pending Litigation) satisfactory or acceptable to Purchaser pursuant to Section 7.2.4 (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 Seller 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, Seller and/or the 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 (d) any trade name, ▇▇▇▇ or other identifying material that includes the name “iStar” or any derivative thereof.

Appears in 1 contract

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

Intangible Personal Property. All of Seller’s right, title and interest, if any, without warranty, in all intangible personal property property, good will, rights and privileges related to the Real Property and the Improvements, including, without limitation: all trade names and trade marks trademarks associated with the Real Property and the Improvements, including Seller’s rights and interests, if any, in the name of the Real Property; the plans and specifications and other architectural and engineering drawings for the Improvements, if any (to the 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 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 (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 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); and all of Seller’s rights and liabilities related to the settlement of the pending claims and litigation described on Exhibit E attached hereto (collectively, the “Pending Litigation) satisfactory or acceptable to Purchaser pursuant to Section 7.2.4 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, (c) 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 (e) any trade name, m▇▇▇ or other identifying material that includes the name “Thackeray” or any derivative thereof.

Appears in 1 contract

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

Intangible Personal Property. All of Seller’s right, title and interest, if any, without warranty, 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 Real Property; the plans and specifications and other architectural and engineering drawings for the Improvements, if any (to the 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 equipment rental contracts, if any, but not including Leases any (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 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); and all of Seller’s rights and liabilities related to the settlement of the pending claims and litigation described on Exhibit E attached hereto (collectively, the “Pending Litigation) satisfactory or acceptable to Purchaser pursuant to Section 7.2.4 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, (c) any trade name, ▇▇▇▇ or other identifying material that includes the name “iStar” or any 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

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

Intangible Personal Property. All of Seller’s right, title and interest, if any, without warranty, in all intangible personal property related to the Real Property and the Improvements, including, without limitation: all trade names names, trade marks and trade service marks associated with the Real Property and the Improvements, including Seller’s rights and interests, if any, interests in the name of each of the projects comprising the Real Property; the plans and specifications and other architectural and engineering drawings for the Improvements, if any (to the 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 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 assignable without material cost to Seller); governmental permits, approvals and licenses, if any (to the extent 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 delivery of such items to Purchaser would not violate any agreement binding on Seller or its affiliates, and telephone exchange numbers (to the extent assignable without cost to Seller); and all of Seller’s rights and liabilities related to the settlement of the pending claims and litigation described on Exhibit E attached hereto (collectively, the “Pending Litigation) satisfactory or acceptable to Purchaser pursuant to Section 7.2.4 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, (c) any trade name, ▇▇▇▇ or other identifying material that includes the name “iStar” or any 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

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

Intangible Personal Property. All of Seller’s right, title and interest, if any, without warranty, in all intangible personal property to the extent solely related to the Real Property and the ImprovementsProperty, 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 Real Property; the plans and specifications and other architectural and engineering drawings for the Improvements, if any (to the extent assignable without cost to Sellerassignable); 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 any (collectively, the “Service Contracts”) (but only with respect to any such contracts that relate only to the Property and not to any other portion(s) of the larger project of which the Property is a part, and 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 assignable without cost to Seller); governmental permits, approvals and licenses, if any (to the extent assignable without cost to Sellerassignable); and telephone exchange numbers (to the extent assignable without cost to Seller); and all of Seller’s rights and liabilities related to the settlement of the pending claims and litigation described on Exhibit E attached hereto (collectively, the “Pending Litigationassignable) satisfactory or acceptable to Purchaser pursuant to Section 7.2.4 (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, (b) any construction or other contracts for the Improvements, (c) 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, or (d) any trade name, mark or other identifying material that (1) includes the name “EBS”, “PSIF” or “Penwood” or any derivative thereof or (2) is not exclusive to the Real Property.

Appears in 1 contract

Sources: Purchase and Sale Agreement (Richtech Robotics Inc.)

Intangible Personal Property. All of Seller’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 intangible personal property related to the Real Property and the Improvements, including, without limitation: limitation (i) all trade names and 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 Hotel; (to the extent 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 (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); (iv) warranties (to the extent assignable without cost to Seller); (v) governmental permits, approvals and licenses, if any (to the extent assignable without cost to Seller); and (vi) telephone exchange numbers (to the extent assignable without cost to Seller); and all of Seller’s rights and liabilities related to the settlement of the pending claims and litigation described on Exhibit E attached hereto (collectively, the “Pending Litigation) satisfactory or acceptable to Purchaser pursuant to Section 7.2.4 (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, ▇▇▇▇ or other identifying material that includes the name “iStar” or any derivative thereof.

Appears in 1 contract

Sources: Purchase and Sale Agreement (Pebblebrook Hotel Trust)

Intangible Personal Property. All of SellerOwner’s rightrights under and interests in the following (whether in Owner’s or Operator’s possession or control), title and interest, if any, without warranty, in all but excluding any 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, described in the name of the Real immediately following clauses (i) through (xii) that constitutes Excluded Property; the plans and specifications and other architectural and engineering drawings for the Improvements, if any : (i) to the extent assignable without cost to Seller); contract rights related to assignable, the operationservice, ownership or management of the Real Property, including maintenance, service, constructionutility, supply and other agreements and contracts and the equipment rental contracts, if any, but not including Leases (collectively, the “Service Contracts”) (but only leases relating to the extent assignable without cost to Seller operations of the Hotel and/or the Golf Course and Seller’s obligations thereunder are expressly assumed by Purchaser pursuant to this Agreement); warranties (to the extent assignable without cost to Seller); governmental permits, approvals and licenses, if any (to the extent assignable without cost to Seller); telephone exchange numbers (to the extent assignable without cost to Seller); and all of Seller’s rights and liabilities related to the settlement of the pending claims and litigation described Power Plant Equipment that are set forth on Exhibit E Schedule 2(d) attached hereto (collectively, the “Pending LitigationAssumed Contracts”); (ii) satisfactory to the extent available to Owner, surveys, architectural and engineering drawings, plans and specifications, other engineering and other design products, tests and reports relating to the Real Property, the Tangible Personal Property and/or the Power Plant Equipment and other technical descriptions and technical documents relating to the Real Property, the Tangible Personal Property and/or the Power Plant Equipment; (iii) the contracts, reservations and other arrangements for guest rooms, meeting and conference rooms, pre-function areas, events, tee times, food service and/or other facilities or acceptable services to Purchaser be provided or supplied from the Hotel after the Re-Opening Date (as defined in Section 17.1 below), if any, and from the Golf Course after the Closing Date, if any, (the “Bookings”), and the aggregate amount of any deposits received by or on behalf of Owner (whether paid in cash or by credit card) as a deposit for any Bookings, if any, (the “Advance Deposits”), but only to the extent, if at all, that such Bookings and Advance Deposits exist as of the Closing; (iv) to the extent available to Owner, all equipment maintenance records, reports, parts, operating manuals, security codes and other intangible materials of any kind owned by Owner and relating to the ownership and/or operation of the Hotel equipment, the Golf Course equipment and/or the Power Plant Equipment; (v) telephone numbers and physical addresses relating to the ownership or operation of the Hotel and/or the Golf Course; (vi) to the extent transferable and owned by and held in the name of Owner, the Special Hotel License issued for the Hotel pursuant to Section 7.2.4 the Spirit License Act (the “Permit”) and all other licenses, variances, certificates, permits and other authorizations, consents and approvals relating to the construction, ownership, operation, occupancy, maintenance or use of the Hotel, the Golf Course and/or the Power Plant Equipment, if any; (vii) to the extent transferable and owned by and held in the name of Owner, all warranties, guaranties and indemnities by third parties relating to the Hotel, the Golf Course and/or any of the Assets; (viii) all personnel information regarding the Hotel and Golf Course employees to the extent made available by Operator to Owner, including, without limitation, an employee roster (setting forth the name and position for each employee); (ix) to the extent transferable, all trademarks, trade names, service marks, copyrights, websites and domain names, relating to the trade names listed on Exhibit D attached hereto (with all such listed trade names being the “Intellectual Property”); (x) all goodwill associated with the Hotel and/or the Golf Course; (xi) copies of such other documents pertaining to the Hotel and the Golf Course as Buyer may reasonably request prior to Closing from Owner which are in Owner’s possession or control or which are in Operator’s possession or control and available to Owner; with all of the items foregoing as described in this Section 2.1.4 the immediately preceding clauses (i) through (xi) being collectively referred to as the “Intangible Personal Property” and, together with the Tangible Property, the “Personal Property).; and

Appears in 1 contract

Sources: Hotel Asset Purchase Agreement (Playa Hotels & Resorts B.V.)

Intangible Personal Property. All of Seller’s right, title and interest, if any, without warranty, in all intangible personal property related to the Real Property and the Improvementsimprovements, including, without limitation: ; all trade names and trade marks trademarks associated with the Real Property and the Improvements, including Seller’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”); the plans and specifications and other architectural and engineering drawings for the Improvements, if any (to the 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 equipment rental contracts, if any, but not including Leases 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 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); and all of Seller’s rights and liabilities related to the settlement of the pending claims and litigation described on Exhibit E attached hereto (collectively, the “Pending Litigation) satisfactory or acceptable to Purchaser pursuant to Section 7.2.4 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.

Appears in 1 contract

Sources: 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 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 Real Property; the plans and specifications and other architectural and engineering drawings for the Improvements, if any (to the 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 equipment rental contracts, if any, but not including Leases or License 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 Seller’s obligations thereunder are expressly assumed by Purchaser pursuant to this Agreement); 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); and all of Seller’s rights and liabilities related to the settlement of the pending claims and litigation described on Exhibit E attached hereto (collectively, the “Pending Litigation) satisfactory or acceptable to Purchaser pursuant to Section 7.2.4 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, ▇▇▇▇ or other identifying material that includes the name “▇▇▇▇▇▇▇▇ ▇▇▇▇” or the name “Crow Holdings” or any derivative thereof.

Appears in 1 contract

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

Intangible Personal Property. All of Seller’s right, title and interest, if any, without warranty, 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 Real Property; the plans and specifications and other architectural and engineering drawings for the Improvements, if any (to the 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 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 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); and all of Seller’s rights and liabilities related to the settlement of the pending claims and litigation described on Exhibit E attached hereto (collectively, the “Pending Litigation) satisfactory or acceptable to Purchaser pursuant to Section 7.2.4 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, ▇▇▇▇ or other identifying material that includes the name “▇▇▇▇▇▇▇▇ ▇▇▇▇” or the name “Crow Holdings” or any derivative thereof.

Appears in 1 contract

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

Intangible Personal Property. All of Seller’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 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 Real Property; the plans and specifications and other architectural and engineering drawings for the Improvements, if any (to the 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 equipment rental contracts, if any, but not including Leases (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 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); and all of Seller’s rights and liabilities related to the settlement of the pending claims and litigation described on Exhibit E attached hereto (collectively, the “Pending Litigation) satisfactory or acceptable to Purchaser pursuant to Section 7.2.4 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, ▇▇▇▇ or other identifying material that includes the name “iStar”, “aStar”, “AutoStar” or any derivative thereof.

Appears in 1 contract

Sources: Purchase and Sale Agreement (Asbury Automotive Group 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 trade marks 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 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 '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 assignable without cost to Seller); telephone exchange numbers (to the extent owned by Seller and assignable without cost to Seller); and all of Seller’s rights and liabilities related (vi) telephone exchange numbers (to the settlement of the pending claims extent owned by Seller and litigation described on Exhibit E attached hereto (collectively, the “Pending Litigation) satisfactory or acceptable assignable without cost to Purchaser pursuant to Section 7.2.4 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, ▇▇▇▇ or other identifying material that includes the names "Woodmont," "The Woodmont Company," "L&B Realty" or any derivatives thereof.

Appears in 1 contract

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

Intangible Personal Property. All of Seller’s 's right, title and interest, if any, without warranty, 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 's rights and interests, if any, in the name of the Real Property; , the plans and specifications and other architectural and engineering drawings for the Improvements, if any (to the 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 equipment rental contracts, if any, but not including Leases or License Agreements (collectively, the “Service Contracts”"SERVICE CONTRACTS") (but only to the extent assignable without cost to Seller and Seller’s 's obligations thereunder are expressly assumed by Purchaser pursuant to this Agreement); 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); and all of Seller’s rights and liabilities related to the settlement of the pending claims and litigation described on Exhibit E attached hereto (collectively, the “Pending Litigation) satisfactory or acceptable to Purchaser pursuant to Section 7.2.4 Seller (all of the items described in this Section 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, ▇▇▇▇ or other identifying material that includes the name "▇▇▇▇▇▇▇▇ ▇▇▇▇" or the name "Crow Holdings" or any derivative thereof.

Appears in 1 contract

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