Operating Interests. Any other interest, if any, of Seller, in and to the Real Property and the Improvements or pertaining thereto (hereinafter collectively referred to as the "Operating Interests"), including, without limitation, any and all of the following:
(i) The interest, if any, of Seller conducted at the Facilities as a going concern, including without limitation, any name or trade name by which the Improvements or the Facilities or any part thereof may be known (expressly excluding, however the name "Meditrust", the name of Seller and any affiliates of Seller and all derivations thereof) including, but not limited to names, if any, used on the date hereof in connection with the ownership and operation of the Facilities, and all registrations for such names, if any, and all intangible rights or interests associated with the Facility, including without limitation goodwill and going concern value, the registrations therefor and any and all marketing materials, promotional materials, letterhead, envelopes or other materials bearing such names and logos, if any;
(ii) To the extent assignable or transferable, the interest of Seller, if any, in each and every bond, guaranty and warranty concerning the Improvements and the Personal Property, including, without limitation, any roofing, air conditioning, heating, elevator or other bond, guaranty and warranty relating to the construction, maintenance or replacement of the Improvements or any portion thereof;
(iii) The interest of Seller, if any, in and to all licenses, permits, accreditations, approvals and certificates used in or relating to the ownership, occupancy or operation of any part of the Facilities, to the extent and only to the extent the same can be assigned or transferred in accordance with applicable law (hereinafter collectively referred to as the "Permits"); and
(iv) Any appurtenant and reciprocal easements or other instruments affecting the Real Property, including all amendments and modifications, if any, relating thereto. -6- The Real Property, the Improvements, the Residency Agreements, the Existing Leases, the Service Contracts, the Personal Property and the Operating Interests related to and associated with a specific Facility are herein collectively referred to as the "Facility."
Operating Interests. Any and all of the following (hereinafter collectively referred to as the "Operating Interests"):
(i) The business of Seller conducted at the Operating Residences as a going concern, including without limitation, all intangible rights and interests associated with the Operating Residences, any name or trade name by which the Improvements or the Operating Residences or any part thereof may be known, including, but not limited to names used on the date hereof in connection with the ownership and operation of the Operating Residences, and all registrations for such names or intangible rights and interests, but expressly excluding the names "HCR", "Health Care and Retirement", "Heartland", "Manor Care", "Arden Court", "Spring House", and any names including any of the foregoing or any derivations thereof (the "Excluded Names") and all telephone numbers of Seller presently in use therein, including without limitation goodwill and going concern value, and any and all marketing materials, promotional materials, letterhead, envelopes or other materials bearing such names and logos, but expressly excluding (a) all cash and bank accounts (other than the Custodial Accounts, as hereinafter defined), (b) all Receivables (as hereinafter defined) and (c) all liabilities and obligations resulting from the business of Seller conducted at the Operating Residences as a going concern except as expressly assumed by Purchaser at the applicable Residence Closing Date to the extent provided herein; provided, however that Seller makes no representation or warranty whatsoever with regard to its rights to use any such name, trade name, telephone numbers or any other intangible rights or registration therefor;
Operating Interests. A Member’s Operating Interest, as stated on Exhibit A, determines the Member’s share of:
(a) Net Profits from Operations,
(b) Net Losses from Operations, and
(c) Distributions of Net Cash From Operations.
