Common use of Intangible Personal Property Clause in Contracts

Intangible Personal Property. Subject to Section 3.4, all right, title, and interest of any Seller and any other Company Subsidiary in and to the intangible personal property exclusively used at one or more of the Properties in connection with, or otherwise appurtenant to, the day to day ownership, maintenance, repair, operation or use of one or more Properties or the associated Tangible Personal Property, including: (a) all Tenant Leases; (b) all Assumed Management Agreements; (c) all Licenses and Permits held in the name of any Seller; (d) all Loan Documents relating to Loans being assumed by Buyer in accordance with this Agreement; (e) all reports, technical studies and architectural and engineering plans, specifications and drawings, if any; (f) all rights of the applicable Seller under all Approved Contracts that arise from and after the Closing Date; (g) any proprietary rights in the name under which each Property is operated, and any variations thereof (the “Facility Names”), including facility-specific, stand-alone internet sites and domain names relating to the Properties; (h) trade names, trademarks, service marks, logos and other intellectual property with respect to the Facility Names, including all common law and statutory rights thereunder and all goodwill associated therewith; (i) subject to Section 3.4(b), software used in the operations of any CLP Managed Property (to the extent transfer would not violate the licensing or other agreements associated therewith); (j) all Warranties; (k) all books, records and databases relating to the Properties (copies of which Seller shall be entitled to retain); (l) all Seller Receivables; (m) all security deposits, resident deposits and other amounts to be transferred pursuant to Section 5.5 (the transfer of which may be effectuated by way of Buyer receiving a credit against the Purchase Price in a cumulative amount equal to such deposits and amounts on the Settlement Statements except as otherwise required by Legal Requirements), (n) all Resident Agreements at any CLP Managed Property, (o) to the extent assignable, the Ancillary Agreements, and (p) subject to Article 15, all rights and proceeds arising from any insurance policies and condemnation proceedings concerning a Property received by Sellers prior to Closing (the foregoing shall collectively be referred to herein as the “Intangible Personal Property”).

Intangible Personal Property. Subject to Section 3.4, all All of Seller's right, titletitle and interest, and interest of any Seller and any other Company Subsidiary if any, without warranty, in and to the all intangible personal property exclusively used at one or more of related to the Properties in connection withReal Property and the Improvements, or otherwise appurtenant toincluding, without limitation, the day to day ownership, maintenance, repair, operation or use of one or more Properties or the associated Tangible Personal Property, includingfollowing: (ai) all Tenant Leases; (b) all Assumed Management Agreements; (c) all Licenses trade names and Permits held trademarks associated with the Real Property and the Improvements, including Seller's rights and interests, if any, in the name of any Sellerthe Real Property; (dii) all Loan Documents relating to Loans being assumed by Buyer in accordance with this Agreement; (e) all reports, technical studies the plans and specifications and other architectural and engineering plansdrawings for the Improvements, specifications if any (to the extent owned by Seller and drawingsassignable without cost to Seller); (iii) contract rights related to the operation or ownership of the Real Property, including maintenance, service, construction, supply and equipment rental contracts, if any, but not including Leases or License Agreements (collectively, the "Service Contracts") (but only to the extent assignable without cost to Seller and Seller's obligations thereunder are expressly assumed by Purchaser pursuant to this Agreement); warranties (to the extent owned by Seller and assignable without cost to Seller); (fiv) governmental permits, approvals and licenses, if any (to the extent owned by Seller and assignable without cost to Seller); and (v) telephone exchange numbers, to the extent owned by Seller and assignable without cost to Seller (all rights of the applicable Seller under all Approved Contracts that arise from items described in this Section 2.1.4 collectively referred to as the "Intangible Personal Property"). Tangible Personal Property and after the Closing Date; Intangible Personal Property shall not include (ga) any proprietary rights in appraisals or other economic evaluations of, or projections with respect to, all or any portion of the name under Property, including, without limitation, budgets prepared by or on behalf of Seller or any affiliate of Seller, (b) any documents, materials or information which each Property is operatedare subject to attorney/client, and any variations thereof (the “Facility Names”)work product or similar privilege, including facility-specific, stand-alone internet sites and domain names relating to the Properties; (h) trade names, trademarks, service marks, logos and other intellectual property which constitute attorney communications with respect to the Facility NamesProperty and/or Seller, including all common law and statutory rights thereunder and all goodwill associated therewith; (i) or which are subject to Section 3.4(b), software used in the operations of any CLP Managed Property (to the extent transfer would not violate the licensing or other agreements associated therewith); (j) all Warranties; (k) all books, records and databases relating to the Properties (copies of which Seller shall be entitled to retain); (l) all Seller Receivables; (m) all security deposits, resident deposits and other amounts to be transferred pursuant to Section 5.5 (the transfer of which may be effectuated by way of Buyer receiving a credit against the Purchase Price in a cumulative amount equal to such deposits and amounts on the Settlement Statements except as otherwise required by Legal Requirements), (n) all Resident Agreements at any CLP Managed Property, (o) to the extent assignable, the Ancillary Agreementsconfidentiality agreement, and (pc) subject to Article 15any trade name, all rights and proceeds arising from xxxx or other identifying material that includes the names "Xxxxxxxx Xxxx," "Crow Holdings Capital Partners," "CH Realty," "Crow Holdings" or any insurance policies and condemnation proceedings concerning a Property received by Sellers prior to Closing (the foregoing shall collectively be referred to herein as the “Intangible Personal Property”)derivative thereof.

Intangible Personal Property. Subject to Section 3.4, all All of Seller’s right, titletitle and interest, and interest of any Seller and any other Company Subsidiary if any, without warranty, in and to the all intangible personal property exclusively used at one or more of related to the Properties in connection with, or otherwise appurtenant to, Real Property and the day to day ownership, maintenance, repair, operation or use of one or more Properties or the associated Tangible Personal PropertyImprovements, including, without limitation: (a) all Tenant Leases; (b) all Assumed Management Agreements; (c) all Licenses trade names and Permits held trade marks associated with the Real Property and the Improvements, including Seller’s rights and interests, if any, in the name of any Sellernames “Nantucket Self Storage” and “Nantucket Storage Center”; (d) all Loan Documents relating to Loans being assumed by Buyer in accordance with this Agreement; (e) all reports, technical studies the plans and specifications and other architectural and engineering plans, specifications and drawingsdrawings for the Improvements, if any; (f) all rights of the applicable Seller under all Approved Contracts that arise from and after the Closing Date; (g) any proprietary rights in the name under which each Property is operated, and any variations thereof (the “Facility Names”), including facility-specific, stand-alone internet sites and domain names relating to the Properties; (h) trade names, trademarks, service marks, logos and other intellectual property with respect to the Facility Names, including all common law and statutory rights thereunder and all goodwill associated therewith; (i) subject to Section 3.4(b), software used in the operations of any CLP Managed Property (to the extent transfer would not violate the licensing or other agreements associated therewithowned by Seller and assignable without cost to Seller); contract rights related to those service contracts assumed by Purchaser pursuant to Section 4.6 below, if any, but not including Leases or License Agreements (jcollectively, the “Service Contracts”) all Warranties(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 (k) all booksto the extent owned by Seller and assignable without cost to Seller); governmental permits, records approvals and databases licenses, if any (to the extent owned by Seller and assignable without cost to Seller); 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 domain names set forth on Exhibit H hereto and other internet related property rights owned by Seller and relating to the Properties Property set forth on Exhibit H hereto, but expressly excluding any internet websites hosted or owned by Seller’s property manager (copies all of which Seller shall be entitled to retain); (l) all Seller Receivables; (m) all security deposits, resident deposits and other amounts to be transferred pursuant to the items described in this Section 5.5 (the transfer of which may be effectuated by way of Buyer receiving a credit against the Purchase Price in a cumulative amount equal to such deposits and amounts on the Settlement Statements except as otherwise required by Legal Requirements), (n) all Resident Agreements at any CLP Managed Property, (o) to the extent assignable, the Ancillary Agreements, and (p) subject to Article 15, all rights and proceeds arising from any insurance policies and condemnation proceedings concerning a Property received by Sellers prior to Closing (the foregoing shall 2.1.4 collectively be referred to herein 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 “Xxxxxxxx Xxxx,” “Crow Holdings Capital Partners,” “CH Realty,” “Crow Holdings” or any derivative thereof.

Intangible Personal Property. Subject to Section 3.4, all All of Seller’s right, titletitle and interest, and interest of any Seller and any other Company Subsidiary if any, without warranty, except as set forth herein, in and to the all intangible personal property exclusively used at one or more of related to the Properties in connection with, or otherwise appurtenant to, Real Property and the day to day ownership, maintenance, repair, operation or use of one or more Properties or the associated Tangible Personal PropertyImprovements, including, without limitation: (a) all Tenant Leases; (b) all Assumed Management Agreements; (c) all Licenses trade names and Permits held trade marks associated with the Real Property and the Improvements, including Seller’s rights and interests, if any, in the name of any Sellerthe Real Property; (d) all Loan Documents relating to Loans being assumed by Buyer in accordance with this Agreement; (e) all reports, technical studies the plans and specifications and other architectural and engineering plans, specifications and drawingsdrawings for the Improvements, if any; (f) all rights of the applicable Seller under all Approved Contracts that arise from and after the Closing Date; (g) any proprietary rights in the name under which each Property is operated, and any variations thereof (the “Facility Names”), including facility-specific, stand-alone internet sites and domain names relating to the Properties; (h) trade names, trademarks, service marks, logos and other intellectual property with respect to the Facility Names, including all common law and statutory rights thereunder and all goodwill associated therewith; (i) subject to Section 3.4(b), software used in the operations of any CLP Managed Property (to the extent transfer would not violate the licensing or other agreements associated therewithassignable without cost to Seller); (j) all Warranties; (k) all books, records and databases relating contract rights related to the Properties (copies operation, ownership or management of which Seller shall be entitled to retain); (l) all Seller Receivables; (m) all security deposits, resident deposits and other amounts to be transferred pursuant to Section 5.5 (the transfer of which may be effectuated by way of Buyer receiving a credit against the Purchase Price in a cumulative amount equal to such deposits and amounts on the Settlement Statements except as otherwise required by Legal Requirements), (n) all Resident Agreements at any CLP Managed Real Property, including maintenance, service, construction, supply and equipment rental contracts, if any, but not including Leases or License Agreements (ocollectively, the “Service Contracts”) (but only to the extent assignableassignable without cost to Seller; warranties (to the extent assignable without cost to Seller); governmental permits, approvals and licenses, if any (to the Ancillary Agreements, extent assignable without cost to Seller); and telephone exchange numbers (pto the extent assignable without cost to Seller) subject to Article 15, (all rights and proceeds arising from any insurance policies and condemnation proceedings concerning a Property received by Sellers prior to Closing (of the foregoing shall items described in this Section 2.1.4 collectively be referred to herein as the “Intangible Personal Property”). To the extent any items of Intangible Personal Property cannot be assigned to Purchaser without cost to Seller, Purchaser shall have the option, to be exercised in writing on or before the Closing Date, to accept such assignment and pay any cost associated therewith, or to cause Seller to terminate the same (if applicable) at Seller’s expense, or to permit Seller to retain the same. Tangible Personal Property and 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) such documents, materials or information received by Seller from tenants and covered by confidentiality agreements between such tenants and Seller, except that such documents, materials or information shall be included in Tangible Personal Property if Purchaser shall have agreed in writing to be bound by the terms of such confidentiality agreements prior to Seller’s delivery of such documents, materials and information to Purchaser, and (d) any trade name, xxxx or other identifying material that includes the name “iStar” or any derivative thereof.

Intangible Personal Property. Subject to Section 3.4To the extent assignable by Seller, all rightintangible personal property, titleif any, and interest of any owned by Seller and any other Company Subsidiary in and related to the intangible personal property exclusively used at one or more of Real Property and the Properties in connection with, or otherwise appurtenant to, the day to day ownership, maintenance, repair, operation or use of one or more Properties or the associated Tangible Personal PropertyImprovements, including, without limitation: (a) all Tenant LeasesSeller’s rights to any trade names and trademarks associated with the Real Property and the Improvements; (b) all Assumed Management Agreements; (c) all Licenses any plans and Permits held in the name of any Seller; (d) all Loan Documents relating to Loans being assumed by Buyer in accordance with this Agreement; (e) all reports, technical studies specifications and other architectural and engineering plansdrawings for the Improvements; any warranties; any contract rights; any transferable warranties; any surveys; all correspondence with tenants, specifications vendors, suppliers, contractors and drawings, if any; (f) all rights of the applicable Seller under all Approved Contracts that arise from and after the Closing Date; (g) any proprietary rights in the name under which each Property is operated, and any variations thereof (the “Facility Names”), including facility-specific, stand-alone internet sites and domain names relating to the Properties; (h) trade names, trademarks, service marks, logos and other intellectual property third parties with respect to the Facility Names, including all common law and statutory rights thereunder and all goodwill associated therewith; construction (i) subject other than as relates to Section 3.4(bcost), software used development(other than as relates to cost), operation, leasing, management and use of the Real Property and the Improvements; any Service Contracts (as defined in Section 2.1(b) below) and other contract rights, claims and causes of action related to the operations of any CLP Managed Property (but only to the extent transfer would not violate Seller’s obligations thereunder are expressly assumed by Buyer pursuant to the licensing or other agreements associated therewithAssignment of Leases as defined in Section 8.3(a)(3) below); (j) all Warranties; (k) all books, any books and records and databases relating with respect to the Properties management and operation of the Real Property and the Improvements for 2003, 2004 and 2005; and any governmental permits, approvals and use entitlements, development rights, and licenses (copies of which Seller shall be entitled to retain); (l) all Seller Receivables; (m) all security deposits, resident deposits and other amounts to be transferred pursuant to Section 5.5 (the transfer of which may be effectuated by way of Buyer receiving a credit against the Purchase Price in a cumulative amount equal to such deposits and amounts on the Settlement Statements except as otherwise required by Legal Requirementsincluding any pending applications), (n) all Resident Agreements at any CLP Managed Propertycollectively, (o) to the extent assignable, the Ancillary Agreements, and (p) subject to Article 15, all rights and proceeds arising from any insurance policies and condemnation proceedings concerning a Property received by Sellers prior to Closing (the foregoing shall collectively be referred to herein as the “Intangible Personal Property”). FOR PURPOSES OF THIS AGREEMENT: (I) THE TERM “PARCEL” MEANS EACH SEPARATE PARCEL OF LAND IDENTIFIED ON EXHIBIT A ATTACHED HERETO, (II) THE TERM “BUILDING” MEANS, COLLECTIVELY, A PARCEL, THE IMPROVEMENTS LOCATED ON SUCH PARCEL AND THE PERSONAL PROPERTY AND INTANGIBLE PROPERTY ASSOCIATED WITH SUCH PARCEL AND IMPROVEMENTS. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, BUYER ACKNOWLEDGES AND AGREES THAT EACH SELLING ENTITY COMPRISING SELLER IS ONLY THE OWNER OF THOSE BUILDINGS IDENTIFIED ON EXHIBIT A-l AS BEING OWNED BY SUCH SELLING ENTITY, AND THAT SUCH SELLING ENTITIES DO NOT HAVE ANY OWNERSHIP INTEREST IN ANY OF THE OTHER BUILDINGS. WHEREVER IN THIS AGREEMENT THE OBLIGATIONS OF SELLER ARE SET FORTH OR SELLER SHALL MAKE A REPRESENTATION, WARRANTY OR CERTIFICATION, SUCH OBLIGATIONS, WARRANTIES, REPRESENTATIONS AND CERTIFICATIONS OF SELLER SHALL BE MADE BY AND BINDING UPON EACH SELLING ENTITY ONLY AS TO IT AND/OR THAT PORTION OF THE PROPERTY THAT IT OWNS. BUYER AND EACH SELLING ENTITY ACKNOWLEDGE THAT THIS AGREEMENT HAS BEEN ENTERED INTO AS A SINGLE AGREEMENT RATHER THAN MULTIPLE AGREEMENTS BETWEEN BUYER AND EACH SELLING ENTITY AS A MATTER OF CONVENIENCE AND SIMPLICITY, AND THE LIABILITIES AND DUTIES OF EACH SELLING ENTITY HEREUNDER SHALL BE INDEPENDENT AND SEVERAL, AND NOT JOINT, IN THE SAME MANNER AS IF EACH SELLING ENTITY HAD ENTERED INTO A SEPARATE AGREEMENT WITH BUYER FOR THE REAL PROPERTY OWNED BY EACH SELLING ENTITY; PROVIDED, HOWEVER, THAT THE PURCHASE AND SALE OF THE PROPERTY MUST OCCUR SIMULTANEOUSLY AS PART OF A SINGLE TRANSACTION IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT (EXCEPT AS MAY BE EXPRESSLY PROVIDED TO THE CONTRARY CONTAINED HEREIN); AND PROVIDED FURTHER THAT ANY DEFAULT HEREUNDER BY ONE SELLING ENTITY SHALL BE TREATED AS A DEFAULT HEREUNDER BY SELLER.

Intangible Personal Property. Subject to Section 3.4, all All of Seller’s right, titletitle and interest, and interest of any Seller and any other Company Subsidiary if any, without warranty, in and to the all intangible personal property exclusively used at one or more of related to the Properties in connection with, or otherwise appurtenant to, Real Property and the day to day ownership, maintenance, repair, operation or use of one or more Properties or the associated Tangible Personal PropertyImprovements, including, without limitation: (a) all Tenant Leases; (b) all Assumed Management Agreements; (c) all Licenses Seller’s rights and Permits held interests, if any, in the name of any Sellerthe Real Property and/or the name of the Hotel; (d) all Loan Documents relating to Loans being assumed by Buyer in accordance with this Agreement; (e) all reports, technical studies the plans and specifications and other architectural and engineering plans, specifications and drawingsdrawings for the Improvements, if any; (f) all rights of the applicable Seller under all Approved Contracts that arise from and after the Closing Date; (g) any proprietary rights in the name under which each Property is operated, and any variations thereof (the “Facility Names”), including facility-specific, stand-alone internet sites and domain names relating to the Properties; (h) trade names, trademarks, service marks, logos and other intellectual property with respect to the Facility Names, including all common law and statutory rights thereunder and all goodwill associated therewith; (i) subject to Section 3.4(b), software used in the operations of any CLP Managed Property (to the extent transfer would not violate the licensing or other agreements associated therewithassignable without cost to Seller); (j) all Warranties; (k) all books, records and databases relating contract rights related to the Properties operation or ownership of the Real Property, including operating agreements (copies and including without limitation the Convention Center Booking and Blocking Agreement dated June 29, 2001 between Seller and Town Center Improvement District of which Xxxxxxxxxx County, Texas (“TCID”), as amended to date), maintenance, service, construction, supply and equipment rental contracts, if any (collectively, the “Service Contracts”) (Seller’s obligations thereunder are expressly assumed by Purchaser pursuant to this Agreement, at Seller’s cost unless otherwise expressly provided herein or agreed to by Seller shall be entitled and Purchaser), but not including License Agreements (defined below), that certain Management Agreement dated as of July 18, 2001 (as amended to retaindate, the “Management Agreement”) between Seller and Marriott Hotel Services, Inc. (“Manager”); warranties (l) all Seller Receivables; (m) all security deposits, resident deposits and other amounts to be transferred pursuant to Section 5.5 (the transfer of which may be effectuated by way of Buyer receiving a credit against the Purchase Price in a cumulative amount equal to such deposits and amounts on the Settlement Statements except as otherwise required by Legal Requirements), (n) all Resident Agreements at any CLP Managed Property, (o) to the extent assignableassignable without cost to Seller); governmental permits, approvals and licenses, if any (to the Ancillary Agreementsextent assignable without cost to Seller); telephone exchange numbers (to the extent assignable without cost to Seller); Advance Bookings (defined below); Purchaser’s share of the Rooms Ledger as defined in and determined under Section 8.1.4 hereof; and the Xxxxx Cash, Purchaser’s share of the Guest Ledger, and Accounts Receivables (peach as defined in Section 8.1.5 hereof) subject to Article 15, (all rights and proceeds arising from any insurance policies and condemnation proceedings concerning a Property received by Sellers prior to Closing (of the foregoing shall items described in this Section 2.1.3 collectively be referred to herein 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, Manager or any affiliate thereof, (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 any trade name, xxxx or other identifying material that includes the name “Marriott” or the name “The Woodlands” or any derivative thereof. Provided however, Seller and Purchaser shall enter into a license agreement for the use of the name “The Woodlands” or “Woodlands” by Purchaser, if the parties can mutually agree on the form of license agreement (which shall be negotiated in good faith by the parties) prior to the end of the Inspection Period.