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 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 3.4, 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 3.43.6 and Section 3.7, all right, title, and interest of any Seller and any other Company Subsidiary Sellers in and to the intangible personal property exclusively used at one or more of the Properties in connection with, or otherwise appurtenant to, to the day to day ownership, maintenance, repair, operation or and use of one or more Properties each applicable Property or the associated Tangible Personal Property, including: (a) all Tenant Leases; , (b) all Assumed Management Agreements; , (c) all Governmental Approvals and Licenses and Permits held in the name of any SellerPermits; (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, including all site plans, surveys, floor plans, engineering studies, hydrological studies, environmental and toxic waste studies and information (including information concerning any wetlands and endangered species habitat located on the Land), soil and substrata studies, utility schemes, reports from U.S.G.A., 2010-2013 annual inspections regarding soils, and landscape plans; (fe) all rights of the applicable Seller under all Approved Contracts that arise from and after the Closing Date; (gf) any proprietary rights in the name under which each Property is operated, and any variations or derivatives thereof (the “Facility Course Names”), including facility-course specific, stand-alone internet sites web addresses, websites and domain names relating to the Properties, ULR (uniform resource locator); (hg) trade names, trademarks, service marks, logos logos, telephone numbers and listings, and other intellectual property with respect to the Facility NamesCourse Names or otherwise used in connection with the Properties, including all common law and statutory rights thereunder and all goodwill associated therewith; (ih) subject to Section 3.4(b3.6(d), software used in the operations of any the CLP Managed Property Properties (to the extent transfer would not violate the licensing or other agreements associated therewith); (ji) all Warranties, Bookings and all escrow or security deposits, maintenance, tax, insurance, capex and/or other escrows, accounts, reserves or other rights related to the ownership of, or use and operation of the Properties; (j) subject to Section 3.6(a), books and records, customer, membership and administrative files and records, equipment records, operating manuals, personnel policies and procedures, membership files, membership billing records and membership lists (including, to the extent available and transferable without violating Legal Requirements, telephone numbers and fax numbers); (k) all books, records Sellers Receivables in accordance with Section 5.2(a) and databases relating to the Properties (copies of which Seller shall be entitled to retainValencia/Weston Notes in accordance with Section 5.2(b); and (l) all Seller Receivables; (m) all security depositsrights, resident deposits proceeds 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 policy benefits arising from any casualty or related insurance policies and or existing 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, 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 (ocollectively, the “Service Contracts”) (but only to the extent assignableassignable 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 Ancillary Agreements, extent assignable without cost to Seller); and telephone exchange numbers (p) subject to Article 15, the extent assignable without cost to Seller (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”). 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, xxxx 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.

Intangible Personal Property. Subject To the extent assignable at no cost to Section 3.4Seller, 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 Improvements, including without limitation: any trade names and trademarks associated with the Real Property and the Improvements (but specifically excluding the names “Bentall Xxxxxxx” and any derivatives thereof and “Calwest” and any derivatives thereof); any plans and specifications and other architectural and engineering drawings for the Improvements; any warranties; any Service Contracts (as defined in connection with, or otherwise appurtenant to, Section 2.1(b) below) and other contract rights related to the day Property (but only 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 extent Seller; (d) all Loan Documents relating to Loans being ’s obligations thereunder are expressly assumed by Buyer pursuant to the Assignment of Leases as defined in Section 8.3(a)(3) below); and any governmental permits, approvals and licenses (including any pending applications). Notwithstanding anything to the contrary contained herein, there shall be excluded from the assignment of any rights of Seller under any leases or other intangible property (i) any rights of Seller against third parties including (other than tenants) with respect to the period prior to Closing, (ii) except to the extent Seller receives a credit therefor at Closing, the rights of Seller against tenants with respect to any payments from third parties, including tenant, pertaining to the period prior to the Closing Date in accordance with this Agreement; the provisions of Section 8.5 below governing the same, provided Seller shall not have the right to terminate any lease or evict any tenant, (eiii) 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 certain lawsuit Xxxxx et al v. United States Case No. 14-387 filed May 6, 2014 (the Closing Date; (g) any proprietary rights in the name under which each Property is operated“Condemnation Case”), and sums recovered or otherwise payable to Seller in connection with the Condemnation Case or any variations settlement thereof (the “Facility NamesCondemnation Case Payments”), 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)“Excluded Rights”) (collectively, (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”)) and (iv) the rights of Seller to all insurance proceeds with respect to the casualty that occurred with respect to the building commonly known as Building B 0000-0000 000xx Xxxxxx XX, Xxxxxxx, XX.

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; Seller has delivered to Purchaser a true and complete aging schedule of Seller's receivables as of May 31, 1996. (b) The Disclosure Schedule identifies: (i) all Assumed Management Agreementspatents owned and patent applications made by Seller and the jurisdictions by which each such patent has been issued or in which each such application has been filed (including registration and application numbers); (ii) all trade names, trademarks and service marks used by Seller whether or not owned by Seller; (iii) all registrations made and registration applications filed by Seller for trade names, trademarks and service marks owned by Seller, and the jurisdictions by which each such registration has been issued or in which each such application has been filed; and (iv) all registrations made and registration applications filed by Seller for copyrights owned by Seller and each jurisdiction by which each such registration has been issued or in which each such application has been filed. (c) The Disclosure Schedule lists: (i) all Licenses licenses, sublicenses and Permits held in the name of other agreements under which any person is authorized to use any Intellectual Property owned by Seller; and (dii) all Loan Documents relating to Loans being assumed by Buyer in accordance with this Agreement; (e) all reportslicenses, technical studies sublicenses 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 other agreements under which each Property Seller is operatedauthorized to use any patents, and inventions, designs, models, processes, formulations, know-how or schematics, 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 or copyrights and/or any mask works, algorithms, authoring tools, computer software programs or applications or other proprietary information or material owned by third parties (the "Third Party Intellectual Property"). (d) Except for the Third Party Intellectual Property which Seller has a right to use under the agreements listed on the Disclosure Schedule, and except for rights existing under the agreements referred to clause (c)(i) above, Seller is the sole and exclusive owner of, with all right, title and interest in and to, free and clear of all liens, valid claims and encumbrances, the Intellectual Property with the exclusive right to the use thereof. There are no trademarks, service marks, logos and copyrights, mask works, algorithms, authoring tools, computer software programs or applications, documentation or other intellectual property or proprietary rights used by Seller or relating to the Business except for the Third Party Intellectual Property and the Intellectual Property to be transferred and conveyed to Purchaser pursuant hereto. To the knowledge of Xxxxx, all patents and all registered trademarks, service marks, copyrights and mask works included in the Intellectual Property are valid and subsisting, and no Intellectual Property has been declared invalid or, in whole or in part, been abandoned, dedicated, disclaimed or allowed to lapse for nonpayment of fees or taxes or for any other reason. No claims 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 Intellectual Property or the operations of any CLP Managed Third Party Intellectual Property (to the extent transfer would not violate the licensing arising out of any use, reproduction or other agreements associated therewith); (jdistribution of such Third Party Intellectual Property by Seller) all Warranties; (k) all booksare currently pending or, records and databases relating to the Properties knowledge of Xxxxx, threatened by any person, nor does Xxxxx know of any valid grounds for any bona fide claims: (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, (oi) to the extent assignableeffect that the manufacture, sale, licensing or use of any product as now used, sold or licensed by Seller or any use by Seller of any Intellectual Property infringes upon any patent, trademark, service xxxx, copyright, mask work or trade secret or other proprietary right owned or used by any other person; (ii) against the Ancillary Agreementsuse by Seller of any Intellectual Property; (iii) challenging the ownership, validity or effectiveness of any Intellectual Property; or (iv) challenging Seller's license or legally enforceable right to use any Third Party Intellectual Property. To the knowledge of Xxxxx, there is no unauthorized use, infringement or misappropriation of any of the Intellectual Property by any third party, including any employee or former employee of Seller. (e) Copies of all algorithms, tools and other software and all source and object programs and codes and related documentation are located on the Premises or at off-premises sites under Seller's control as identified in the Disclosure Schedule. Such algorithms, tools, software, programs, codes and documentation are fully useable and understandable by persons ordinarily skilled in computer programming and are sufficient to permit the maintenance and further development of all software products and rights currently sold or licensed by Seller. Without limitation, Seller's source code includes a full source language statement of the programs comprising all of Seller's software, including any support utilities which are not commercially available and which are required to build the object code from the source code. (pf) subject The Disclosure Schedule accurately identifies and lists the amounts paid to Article 15, all rights and proceeds arising each supplier or licensor of Intellectual Property that received more than $1,000 from any insurance policies and condemnation proceedings concerning a Property received Seller in 1995 or will be paid more than $1,000 by Sellers prior to Closing (the foregoing shall collectively be referred to herein as the “Intangible Personal Property”)Seller in 1996 under currently existing arrangements.