Intangible Personal Property Sample Clauses
The Intangible Personal Property clause defines and governs rights to non-physical assets, such as intellectual property, digital files, trademarks, copyrights, or accounts receivable. It typically clarifies ownership, transferability, and any restrictions or obligations related to these assets within the context of the agreement. By specifying how intangible personal property is handled, this clause ensures clarity and prevents disputes over non-physical assets, which can be easily overlooked or misunderstood in transactions.
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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 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. To the extent transferable, all of Lake Seller’s right, title and interest in the intangible personal property appurtenant to the ownership, operation and use of Lake Park Golf Club including, without limitation, Lake Seller’s right, title and interest in the following to the extent transferable and appurtenant to the ownership, operation and use of Lake Park Golf Club (collectively referred to herein as the “Lake Intangible Personal Property”; provided however, that the Lake Intangible Personal Property shall not include any Excluded Property):
(a) All Lake 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 Lake Seller may have with respect to the use of the name “Lake Park 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 “Lake Park Golf Club” and “Lake Park Executive Course” (the “Lake Marks and Logos”);
(g) The Lake Contracts; and
(h) All product and service warranties and guaranties to the extent relating to the period after Closing.
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 (i) all trade names and trade marks associated with the Real Property and the Improvements, and any sales and marketing materials relating to the Property; (ii) all websites and domain names associated with the Hotel; (iii) contract rights related to the operation, ownership or management of the Real Property, including maintenance, service, construction, supply and equipment rental contracts, if any, but not including Leases (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) 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.
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. 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. Subsection 2.1.4 Land Subsection 2.1.1 Lease Files Subsection 4.2.1 Leases Subsection 2.1.2 Leasing Costs Section 8.2 License Agreements Section 2.1.5 Material Damage Subsection 6.2.1 Operating Statements Subsection 4.1.2 Permitted Exceptions Section 5.3 Permitted Outside Parties Section 4.8 Property Section 2.1 Property Documents Section 4.5 Property Information Section
Intangible Personal Property. Subsection 2.1.4 Land............................................................Subsection 2.1.1
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 (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, (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 herei...