Common use of Assignment of Intangibles Clause in Contracts

Assignment of Intangibles. (a) Landlord hereby assigns to Tenant, without recourse, all of Landlord's right, title and interest in all intangible property used in connection with the Land and Improvements including, without limitation, all contract rights, guarantees, architectural drawings, plans and specifications, contracts, licenses, permits, registrations and warranties relating to the ownership, construction, occupancy, use or maintenance of the Land or the Improvements, or both (the "INTANGIBLE PERSONAL PROPERTY"), for use by Tenant during the Term. Such assignment shall terminate upon the expiration or earlier termination of the Term or, if earlier, upon termination of Tenant's right of possession of the Premises following the occurrence of an Event of Default. (b) No later than ninety (90) days following the expiration or earlier termination of this Lease, Landlord may require in a written notice to Tenant that Tenant assign to Landlord, effective as of such expiration or earlier termination of the Term, all rights of Tenant in and to (i) such Intangible Personal Property used by Tenant in connection with the Premises as is designated by Landlord in such notice, including, without limitation, any contract rights, guaranties, licenses, permits, registrations and warranties (including without limitation licenses, permits and registrations pertaining to any clean-up or remediation of Hazardous Material on or about the Premises to the extent such licenses, permits and registrations may be assigned to Landlord) but excluding any trade names, service marks, corporate names, or other business licenses used by Tenant in the operation of its business, which are and shall remain the property of Tenant and (ii) any economic development incentives including, but not limited to, economic development grants and property tax abatements and reimbursements previously or at any time granted to Tenant by the City of Fort Worth, the Tax Increment Reinvestment Zone Number Six, City of Fort Worth, Texas, or any other Governmental Authority, to the extent the same may be assigned to Landlord. Subject to and without release of any obligation of Tenant to Landlord under this Lease which by the terms of this Lease survives the termination or expiration of this Lease, including without limitation Tenant's indemnity obligations under Paragraphs 7 and 8 of this Lease, Landlord shall assume any future obligations of Tenant in respect of any such assigned Intangible Personal Property and economic development incentives in form reasonably acceptable to Landlord and Tenant. Tenant shall execute such assignments and/or bills of sale of the Intangible Personal Property and economic development incentives as Landlord may reasonably request, provided the same do not impose any additional liability on Tenant and are otherwise reasonably acceptable to Tenant. The obligations of Landlord and Tenant under this Paragraph 34 shall survive the expiration or earlier termination of this Lease.

Assignment of Intangibles. The date on which this Lease either terminates pursuant to its terms or is terminated by either party whether pursuant to a right granted to it hereunder or otherwise shall be referred to as the "Closing Date" in this Article XXV. On the Closing Date, this Lease shall be deemed and construed as an absolute assignment for purposes of vesting in Lessor (aor its designee) Landlord hereby assigns to Tenant, without recourse, all of LandlordLessee's right, title and interest in all and to the following intangible property which is now or hereafter used in connection with the Land operation of the Leased Property (the "Intangibles") and Improvements includingan assumption by Lessor (or its designee) of Lessee's obligations under the Intangibles: (a) service contracts for the benefit of the Leased Property to which Lessee is a party, and which can be terminated without limitationpenalty by Lessee or within thirty (30) or fewer days' notice; (b) any state, federal or other third-party payor programs (excluding the right to any reimbursement for periods on or prior to the Closing Date) entered in connection with the Leased Property to the extent assignable by Lessee; (c) all contract rights, guarantees, architectural drawings, plans and specifications, contracts, licenses, permits, registrations accreditations, charters and warranties relating certificates of occupancy issued by any federal, state, municipal or quasi-governmental authority for the use, maintenance or operation of the Leased Property, running to or in favor of Lessee; (d) all documents, charts, personnel records, property manuals, records and lists maintained with respect to the ownershipLeased Property, constructionbooks, occupancyrecords, use files and other business records attributable to the business or maintenance operations of the Land or the Improvements, or both (the "INTANGIBLE PERSONAL PROPERTY"), for use by Tenant during the Term. Such assignment shall terminate upon the expiration or earlier termination of the Term or, if earlier, upon termination of Tenant's right of possession of the Premises following the occurrence of an Event of Default. (b) No later than ninety (90) days following the expiration or earlier termination of this Lease, Landlord may require in a written notice to Tenant that Tenant assign to Landlord, effective as of such expiration or earlier termination of the Term, all rights of Tenant in and to (i) such Intangible Personal Property used by Tenant in connection with the Premises as is designated by Landlord in such notice, including, without limitation, any contract rights, guaranties, licenses, permits, registrations and warranties (including without limitation licenses, permits and registrations pertaining to any clean-up or remediation of Hazardous Material on or about the Premises to the extent such licenses, permits and registrations may be assigned to Landlord) but excluding any trade names, service marks, corporate names, or other business licenses used by Tenant in the operation of its business, which are and shall remain the property of Tenant and (ii) any economic development incentives including, but not limited to, economic development grants and property tax abatements and reimbursements previously or at any time granted to Tenant by the City of Fort Worth, the Tax Increment Reinvestment Zone Number Six, City of Fort Worth, Texas, or any other Governmental Authority, to the extent the same may be assigned to Landlord. Subject to and without release of any obligation of Tenant to Landlord under this Lease which by the terms of this Lease survives the termination or expiration of this Lease, including without limitation Tenant's indemnity obligations under Paragraphs 7 and 8 of this Lease, Landlord shall assume any future obligations of Tenant in respect of any such assigned Intangible Personal Property and economic development incentives in form reasonably acceptable to Landlord and Tenant. Tenant shall execute such assignments and/or bills of sale of the Intangible Personal Property and economic development incentives as Landlord may reasonably request, provided the same do not impose any additional liability on Tenant and are otherwise reasonably acceptable to Tenant. The obligations of Landlord and Tenant under this Paragraph 34 shall survive the expiration or earlier termination of this Lease.Leased Property;

Assignment of Intangibles. (a) Landlord hereby assigns to Tenant, without recourse, all of Landlord's right, title and interest in all intangible property used in connection with the Land and Improvements including, without limitation, all contract rights, guarantees, architectural drawings, plans and specifications, contracts, licenses, permits, registrations and warranties relating to the ownership, construction, occupancy, use or maintenance of the Land or the Improvements, or both (the "INTANGIBLE PERSONAL PROPERTYProperty"), for use by Tenant during the Term. Such assignment shall terminate upon the expiration or earlier termination of the Term or, if earlier, upon termination of Tenant's right of possession of the Premises following the occurrence of an Event of Default. (b) No later than ninety (90) days following the expiration or earlier termination of this Lease, Landlord may require in a written notice to Tenant that Tenant assign to Landlord, effective as of such expiration or earlier termination of the Term, all rights of Tenant in and to (i) such Intangible Personal Property used by Tenant in connection with the Premises as is designated by Landlord in such notice, including, without limitation, any contract rights, guaranties, licenses, permits, registrations and warranties (including without limitation licenses, permits and registrations pertaining to any clean-up or remediation of Hazardous Material on or about the Premises to the extent such licenses, permits and registrations may be assigned to Landlord) but excluding any trade names, service marks, corporate names, or other business licenses used by Tenant in the operation of its business, which are and shall remain the property of Tenant and (ii) any economic development incentives including, but not limited to, economic development grants and property tax abatements and reimbursements previously or at any time granted to Tenant by the City of Fort Worth, the Tax Increment Reinvestment Zone Number Six, City of Fort Worth, Texas, or any other Governmental Authority, to the extent the same may be assigned to Landlord. Subject to and without release of any obligation of Tenant to Landlord under this Lease which by the terms of this Lease survives the termination or expiration of this Lease, including without limitation Tenant's indemnity obligations under Paragraphs 7 and 8 of this Lease, Landlord shall assume any future obligations of Tenant in respect of any such assigned Intangible Personal Property and economic development incentives in form reasonably acceptable to Landlord and Tenant. Tenant shall execute such assignments and/or bills of sale of the Intangible Personal Property and economic development incentives as Landlord may reasonably request, provided the same do not impose any additional liability on Tenant and are otherwise reasonably acceptable to Tenant. The obligations of Landlord and Tenant under this Paragraph 34 shall survive the expiration or earlier termination of this Lease.

Assignment of Intangibles. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, NJA Hotel LLC, a Delaware limited liability company, having an address of c/o Sagamore Capital, LLC, 0000 Xxxx X.X. Xxxxxxxxxxx Road, Scottsdale, AZ 85262 (a“Assignor”), hereby assigns, transfers and delegates to CHSP Navy Yard, LLC, a Delaware limited liability Company, having an address of c/o Chesapeake Lodging Trust, 0000 Xxxxxxxxx Xxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 (“Assignee”) Landlord hereby assigns to Tenant, without recourse, all of Landlord's its right, title and interest in and to the following (collectively, the “Intangibles”): To the extent assignable, all intangible property governmental permits, licenses, consents, authorizations, registrations and certificates and approvals (the “Licenses and Permits”) used in connection with the Land and Improvements includingconstruction, without limitation, all contract rights, guarantees, architectural drawings, plans and specifications, contracts, licenses, permits, registrations and warranties relating to the ownership, construction, occupancy, use occupancy or maintenance operation of the Land or Hotel and the Improvements, or both land identified on the attached Exhibit A and all improvements and fixtures located thereon (the "INTANGIBLE PERSONAL PROPERTY")“Property”) together with any deposits made by Assignor thereunder, for use by Tenant during the Term. Such assignment shall terminate upon the expiration or earlier termination of the Term or, if earlier, upon termination of Tenant's right of possession of the Premises following the occurrence of an Event of Default. (b) No later than ninety (90) days following the expiration or earlier termination of this Lease, Landlord may require in a written notice to Tenant that Tenant assign to Landlord, effective as of such expiration or earlier termination of the Term, all rights of Tenant in and to (i) such Intangible Personal Property used by Tenant in connection with the Premises as is designated by Landlord in such notice, including, without limitation, any contract rights, guaranties, licenses, permits, registrations and warranties (including without limitation licenses, permits and registrations pertaining to any clean-up or remediation of Hazardous Material on or about the Premises to the extent such licensesLicenses and Permits and deposits are transferable, permits warranties and registrations may guarantees that Assignor has received in connection with any work or services performed with respect to, or equipment installed in, the Improvements directly relating to the Hotel, telephone numbers, TWX numbers, post office boxes, signage rights, utility and development rights and privileges, site plans, surveys, plans and specifications pertaining to the Land, Improvements and the Tangible Personal Property, and all websites and domains used for the Hotel, including access to the FTP files of the websites to obtain website information and content pertaining to the Hotel, any insurance proceeds and condemnation awards or claims thereto to be assigned to Landlord) but excluding Assignee hereunder, any trade namescomputer systems, service markssoftware, corporate namesdata and programs, operating systems, technology and technical information, copyrights, together with all paper and electronic copies thereof, other than proprietary property of the Hotel’s management company in which Assignor does not have any ownership right or interest, and all books and records relating to the Property; and Assignor has not made and does not make any express or implied warranty or representation of any kind whatsoever with respect to the Intangibles, other business licenses used by Tenant than as expressly set forth in the operation of its businessPurchase Agreement dated February , 2011, by and between Assignor and Assignee (“Purchase Agreement”). Any capitalized terms herein which are not otherwise defined shall have the meaning set forth in the Purchase Agreement. This Assignment of Intangibles shall be construed in accordance with the laws of the District of Columbia. The provisions hereof shall be binding upon Assignor and Assignor’s personal representatives, and successors in interest, and shall remain the property of Tenant and (ii) any economic development incentives including, but not limited to, economic development grants and property tax abatements and reimbursements previously or at any time granted to Tenant by the City of Fort Worth, the Tax Increment Reinvestment Zone Number Six, City of Fort Worth, Texas, or any other Governmental Authority, inure to the extent the same may be assigned to Landlord. Subject to benefit of Assignor and without release of any obligation of Tenant to Landlord under this Lease which by the terms of this Lease survives the termination or expiration of this Lease, including without limitation Tenant's indemnity obligations under Paragraphs 7 Assignee and 8 of this Lease, Landlord shall assume any future obligations of Tenant their respective personal representatives and successors in respect of any such assigned Intangible Personal Property and economic development incentives in form reasonably acceptable to Landlord and Tenant. Tenant shall execute such assignments and/or bills of sale of the Intangible Personal Property and economic development incentives as Landlord may reasonably request, provided the same do not impose any additional liability on Tenant and are otherwise reasonably acceptable to Tenant. The obligations of Landlord and Tenant under this Paragraph 34 shall survive the expiration or earlier termination of this Leaseinterest.

Assignment of Intangibles. The date on which this Lease either terminates pursuant to its terms or is terminated by either party whether pursuant to a right granted to it hereunder or otherwise shall be referred to as the "Closing Date" in this Article XXV. On the Closing Date, this Lease shall be deemed and construed as an absolute assignment for purposes of vesting in Lessor (aor its designee) Landlord hereby assigns to Tenant, without recourse, all of LandlordLessee's right, title and interest in all and to the following intangible property which is now or hereafter used in connection with the Land operation of the Leased Property (the "Intangibles") and Improvements includingan assumption by Lessor (or its designee) of Lessee's obligations under the Intangibles: (a) service contracts for the benefit of the Leased Property to which Lessee is a party, and which can be terminated without limitationpenalty by Lessee or within thirty (30) or fewer days' notice; (b) any state, federal or other third-party payor programs (excluding the right to any reimbursement for periods on or prior to the Closing Date) entered in connection with the Leased Property to the extent assignable by Lessee; (c) all contract rights, guarantees, architectural drawings, plans and specifications, contracts, licenses, permits, registrations accreditations and certificates of occupancy issued by any federal, state, municipal or quasi-governmental authority for the use, maintenance or operation of the Leased Property, running to or in favor of Lessee; (d) all documents, charts, personnel records, property manuals, records and lists maintained with respect to the Leased Property, books, records, files and other business records attributable to the business or operations of the Leased Property; (e) all existing agreements with or relating to students at the Leased Property (excluding the right to any payments for periods prior to the Closing Date, as hereinafter defined); (f) all assignable indemnities, guaranties and warranties relating in favor of Lessee with respect to the ownershipLeased Property, construction, occupancy, use or maintenance of the Land or Lessee's Personal Property and/or the Improvements, or both (the "INTANGIBLE PERSONAL PROPERTY"), for use by Tenant during the Term. Such assignment shall terminate upon the expiration or earlier termination of the Term or, if earlier, upon termination of Tenant's right of possession of the Premises following the occurrence of an Event of Default.Consumable Inventory; (bg) No later than ninety (90) days following the expiration all other assignable intangible property not enumerated herein which is now or earlier termination of this Lease, Landlord may require in a written notice to Tenant that Tenant assign to Landlord, effective as of such expiration or earlier termination of the Term, all rights of Tenant in and to (i) such Intangible Personal Property hereafter used by Tenant in connection with the Premises as is designated by Landlord in such notice, including, without limitation, any contract rights, guaranties, licenses, permits, registrations and warranties (including without limitation licenses, permits and registrations pertaining to any clean-up or remediation of Hazardous Material on or about the Premises to the extent such licenses, permits and registrations may be assigned to Landlord) but excluding any trade names, service marks, corporate names, or other business licenses used by Tenant in the operation of its businessthe Leased Property as an educational facility; and (h) The business of the Lessee as conducted at the Leased Property as a going concern, which are and shall remain the property of Tenant and (ii) any economic development incentives including, including but not limited to, economic development grants to the name of the school and property tax abatements and reimbursements previously or at any time granted to Tenant by the City of Fort Worth, the Tax Increment Reinvestment Zone Number Six, City of Fort Worth, Texas, or any other Governmental Authoritytradenames associated therewith, to the extent the same may be assigned to Landlord. Subject to and without release of any obligation of Tenant to Landlord under this Lease which by the terms of this Lease survives the termination or expiration of this Lease, including without limitation Tenant's indemnity obligations under Paragraphs 7 and 8 of this Lease, Landlord shall assume any future obligations of Tenant all telephone numbers presently in respect of any such assigned Intangible Personal Property and economic development incentives in form reasonably acceptable to Landlord and Tenant. Tenant shall execute such assignments and/or bills of sale of the Intangible Personal Property and economic development incentives as Landlord may reasonably request, provided the same do not impose any additional liability on Tenant and are otherwise reasonably acceptable to Tenant. The obligations of Landlord and Tenant under this Paragraph 34 shall survive the expiration or earlier termination of this Leaseuse therein.