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. To the extent any of the following exists, all intangible property of the Business including without limitation, software, copyrights software source codes, customer lists, customer files, customer records, trade and other association memberships and rights, and licenses and permits susceptible of transfer under regulatory agency rules. A detailed list of such assets is attached hereto as Schedule 2.1.3.
Intangible Personal Property. All Intellectual Property used or held for use principally in connection with the operation of the Generating Assets and all rights, privileges, claims, causes of action and options relating or pertaining to the operation of the Generating Assets or the Assets, including but not limited to the items listed in Section 1.01(a)(vii) of the Disclosure Schedule (the "Intangible Personal Property");
Intangible Personal Property. All of Seller's right, title and interest, if any, 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) (all of the items described in this Section 2.1.4 collectively referred to as the "Intangible Personal Property").
Intangible Personal Property. Subsection 2.1.4 Land Subsection 2.1.1 Lease Option Section 2.2 Material Damage Subsection 6.2.1 Operating Statements Subsection 4.1.1 Permitted Exceptions Section 5.3 Permitted Outside Parties Section 4.7 Property Section 2.1 Property Documents Section 4.4 Property Information Section 4.1 Real Property Subsection 2.1.1 Reports Section 4.5 Service Contracts Subsection 2.1.4 Survey Section 5.2 Survival Period Section 9.3
Intangible Personal Property. To the extent transferable, all of Mansfield Seller’s right, title and interest in the intangible personal property appurtenant to the ownership, operation and use of Mansfield National Golf Club including, without limitation, Mansfield Seller’s right, title and interest in the following to the extent transferable and appurtenant to the ownership, operation and use of Mansfield National Golf Club (collectively referred to herein as the “Mansfield Intangible Personal Property”; provided however, that the Mansfield Intangible Personal Property shall not include any Excluded Property):
(a) All Mansfield Licenses and Permits;
(b) All plans and specifications, blue prints, architectural plans, golf course designs, engineering drawings and similar items;
(c) All surveys, topographical surveys and environmental and soils reports;
(d) All software licenses, telephone number listings in directories, customer files, guest lists, credit records, labels, promotional literature and security codes.
(e) All proprietary rights Mansfield Seller may have with respect to the use of the name “Mansfield National Golf Club” and any variations thereof, including course-specific, stand-alone internet sites and domain names;
(f) Tradenames, trademarks, service marks, and logos with respect to the name “Mansfield National Golf Club” (the “Mansfield Marks and Logos”) and any rights under any licenses held by Seller with regard to the Mansfield Marks and Logos;
(g) The Mansfield Contracts; and
(h) All product and service warranties and guaranties to the extent relating to the period after Closing.
Intangible Personal Property. All intangible property of the Seller as of the Closing (collectively, “Intangible Assets”) including without limitation, goodwill, software including all object and source code, data and databases, confidential and proprietary information including without limitation customer lists, customer files, customer records, vendor lists, files and records, trade and other association memberships, if any and to the extent transferable. A detailed list of such assets is attached hereto as Schedule 2.1.3.
Intangible Personal Property. Subsection 2.1.4 Land............................................................Subsection 2.1.1
Intangible Personal Property. The Disclosure Letter contains an accurate and complete list of all distributorship, franchise and license agreements (whether the Company or any of its Subsidiaries is the grantor or grantee of such distributorship, franchise or license), and all patents, patent applications, trademarks, trademark applications and trade names (whether the Company or any of its Subsidiaries owns such items or is licensed to use them) currently owned or used by the Company or, with respect to the ABG Assets, Scherer (the "Intellectual Property"). The Company or a wholly-owxxx Xxxsidiary of the Company, or, with respect to the ABG Assets, Scherer, is the sole and exclusive owner of, or (in the case of txx Xxxxany or any of its Subsidiaries) is a valid licensee or lessee of, or has the right to use in the manner currently used, each of said items of Intellectual Property and has the right to use in the manner currently used all other items of intangible personal property (including, without limitation, copyrights) owned or used by the Company or any of its Subsidiaries in any of their businesses or used by Scherer, the Company or any of its Subsidiaries with respect to txx XXX Assets or the ABG Business (together with the Intellectual Property, the "Intangible Property"); said items of Intangible Property represent the only intangible personal property required by the Company and its Subsidiaries in order to operate the ABG Business and the businesses presently conducted by the Company and its Subsidiaries; there are no claims or demands against Scherer, the Company or any of its Subsidiaries with respect to axx xx xuch items of Intangible Property, and no proceedings have been instituted, are pending, or to the knowledge of the Company have been threatened to terminate or cancel any such agreements or which challenge the right of Scherer, the Company or any of its Subsidiaries with respect to axx xx xaid items of Intangible Property; and there are no facts known to the Company which make it likely that any such agreements will not be renewed at their next expiration date or which might reasonably serve as the basis, in whole or in part, of any claim that any part of the business carried on by the Company or any of its Subsidiaries infringes the patent, trademark, trade name, copyright, or other rights of any other person. With respect to the Terumo litigation referenced in the Disclosure Letter, the Company makes no representation as to the likelihood of any ultimate determi...
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 (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 name "Xxxxxxxx Xxxx" or the name "Crow Holdings" or any derivative thereof.
