Example ContractsClausesAssignment of Contracts, Leases and Intangible Property
Assignment of Contracts, Leases and Intangible Property
Assignment of Contracts, Leases and Intangible Property contract clause examples
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All Material Contracts are listed in Section 4.11 of the Disclosure Schedules, and full copies of each Material Contract in Seller’s or its Affiliates’ possession have been made available to Buyer prior to the Execution Date, # all Material Contracts and Leases are in full force and effect, and each Material Contract and Lease constitutes the legal, valid and binding obligation of Seller, on the one hand, and to Seller’s Knowledge, the counterparties thereto, on the other hand, and is enforceable in accordance with its terms, # no Seller is in default or otherwise in breach with respect to any of Seller’s obligations under any of such Material Contracts or Leases, # to Seller’s Knowledge, no other Person is in default or, to Seller’s Knowledge, otherwise in breach with respect to such Person’s obligations under such Material Contracts or Leases, and # no event has occurred that with notice or lapse of time or both would constitute any default under any such Material Contract or Lease by Seller or, to Seller’s Knowledge, by any other Person who is a party to such Material Contract or Lease. No Seller has received or given any unresolved written notice of default or termination with respect to any Material Contract or Lease.

All Material Contracts are listed in Section 4.11 of the Disclosure Schedules, and full copies of each Material Contract in Seller’s or its Affiliates’ possession have been made available to Buyer prior to the Execution Date, # all Material Contracts and Leases are in full force and effect, and each Material Contract and Lease constitutes the legal, valid and binding obligation of any Seller, on the one hand, and to Seller’s Knowledge, the counterparties thereto, on the other hand, and is enforceable in accordance with its terms, # no Seller is in default or otherwise in breach with respect to any of such Seller’s obligations under any of such Material Contracts or Leases, # to Sellers’ Knowledge, no other Person is in default or, to Sellers’ Knowledge, otherwise in breach with respect to such Person’s obligations under such Material Contracts or Leases, and # no event has occurred that with notice or lapse of time or both would constitute any default under any such Material Contract or Lease by any Seller or, to Sellers’ Knowledge, by any other Person who is a party to such Material Contract or Lease. No Seller has received or given any unresolved written notice of default or termination with respect to any Material Contract or Lease.

Contracts and Leases. (a) All Material Contracts are listed in [Section 4.11] of the Disclosure Schedules, and full copies of each Material Contract in Seller’s or its Affiliates’ possession have been made available to Buyer prior to the Execution Date, # all Material Contracts and Leases are in full force and effect, and each Material Contract and Lease constitutes the legal, valid and binding obligation of Seller, on the one hand, and to Seller’s Knowledge, the counterparties thereto, on the other hand, and is enforceable in accordance with its terms, # Seller is not in default or otherwise in breach with respect to any of Seller’s obligations under any of such Material Contracts or Leases, # to Seller’s Knowledge, no other Person is in default or, to Seller’s Knowledge, otherwise in breach with respect to such Person’s obligations under such Material Contracts or Leases, and # no event has occurred that with notice or lapse of time or both would constitute any default under any such Material Contract or Lease by any Seller or, to Seller’s Knowledge, by any other Person who is a party to such Material Contract or Lease. No Seller has received or given any unresolved written notice of default or termination with respect to any Material Contract or Lease.

All Material Contracts are listed in Section 4.11 of the Disclosure Schedules, # all Material Contracts and Leases are in full force and effect, and each Material Contract and Lease constitutes the legal, valid and binding obligation of the Seller or Sellers party thereto, on the one hand, and to Seller’s Knowledge, the counterparties thereto, on the other hand, and is enforceable in accordance with its terms, # no Seller is in default or otherwise in breach with respect to any of such Seller’s obligations under any of such Material Contracts or Leases, # to Sellers’ Knowledge, no other Person is in default or, to Sellers’ Knowledge, otherwise in breach with respect to such Person’s obligations under such Material Contracts or Leases, and # no event has occurred that with notice or lapse of time or both would constitute any default under any such Material Contract or Lease by any Seller or, to Sellers’ Knowledge, by any other Person who is a party to such Material Contract or Lease. No Seller has received or given any unresolved written notice of default or termination with respect to any Material Contract or Lease.

Intangible Property. Except for the Excluded Property (as such term is defined herein), all of Seller’s right, title and interest in and to the following (collectively, the “Intangible Property”): all intellectual and other intangible rights pertaining to the Premises, including, plans, drawings, specifications, and property reports, warranties, guaranties, and all licenses, permits and approvals issued by any governmental authority and used in the operation of the Hotel and/or ownership of the Premises.

Intangible Property. All of Seller’s right, title and interest in and to the following (collectively, the “Intangible Property”), to the extent assignable: # any and all licenses, permits, franchises and approvals issued by any federal, state, county or municipal authority relating to the ownership, use, maintenance or operation of the Properties, running to or in favor of Seller; # any and all plans and specifications, drawings, diagrams, blueprints, site plans, surveys and environmental and soils reports (whether in draft or final form) covering the Properties as may be in Seller’s control or possession; # any and all service marks, logos or any trade names relating to the Property, including, without limitation, any of Seller’s interest in the names “Northpark Village Square”, “Rusty Leaf Plaza”, “CityPlace”, “Northville Park Place”, “Denton Village”, “Lower Makefield Shopping Center”, “New Town Village”, andOlde Ivy Village”; and # any and all contract rights, agreements, warranties and guaranties, zoning and development rights and all other intangible property relating to the Properties.

Intangible Property. All, if any, # trademarks, tradenames, development rights and entitlements and other intangible property owned by Seller and used in connection with the Business As Currently Conducted; # to the extent assignable, guaranties and warranties issued to Seller respecting any of the Real Property (including, without limitation, roof warranties, systems warranties and warranties pertaining to fixtures or utilities); # to the extent assignable, rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets; and # any reports, studies, surveys and other comparable analysis, depictions or examinations of the Real Property.

Intangible Property. All of Grantor’s right, title and interest in and to all intangible personal property (the “Intangible Property”) related to the Property including, without limitation, the plans and specifications and other architectural and engineering drawings for the Property; governmental permits, approvals and licenses; entitlements, development rights, wastewater capacity; and telephone exchange numbers. Notwithstanding the foregoing, the Intangible Property shall not include the trade name or trademark “Tacara”, which shall remain the sole and exclusive property of Darren Casey Interest, Inc., a Texas corporation and affiliate of Grantor (“DCI”); provided, however, Grantee shall have the right to utilize the trade name “Tacara” in connection with the Property pursuant to that certain Limited License Agreement executed by and between DCI and Grantee on the date hereof.

Intangible Property. All intangible property (the “Intangible Property”) owned by Seller and pertaining to the Land, the Improvements, or the Tangible Personal Property, including, without limitation, # all "yellow page" advertisements, # all transferable utility contracts, # all transferable telephone exchange numbers, including the telephone numbers [[Phone]], [[Phone]], [[Phone]] (Parcel One); [[Phone]], [[Phone]], [[Phone]], [[Phone]], [[Phone]] (Parcel Two); [[Phone]], [[Phone]], [[Phone]], [[Phone]], [[Phone]] (Parcel Three) and the telecopy numbers [[Phone]] (Parcel One); [[Phone]] (Parcel Two), # all plans and specifications, # all licenses, permits, engineering plans and landscape plans, # all assignable warranties and guarantees relating to the Property or any part thereof, # all internet websites and other internet related property rights owned by Seller and/or any affiliate thereof and relating to the Property, and paid search campaigns and local listing information listed on Exhibit “G” attached hereto. In addition, at Closing Seller shall cause all internet traffic to the domain name access-selfstorage.com be redirecting to Purchaser’s website for the period commencing on the Closing Date (as hereinafter defined) and continuing until 120th day after the Closing Date.

Intangible Property. All intangible property (the “Intangible Property”) owned by Seller and pertaining to the Land, the Improvements, or the Tangible Personal Property, including, without limitation, # all "yellow page" advertisements, # all transferable utility contracts, # all transferable telephone and telecopy numbers, # the Plans and Specifications, # all licenses, permits, engineering plans and landscape plans, # all assignable warranties and guarantees relating to the Property or any part thereof, and # all internet websites and other internet related property rights owned by Seller and/or any affiliate thereof and relating to the Property, including the website information, paid search campaigns and local listing information listed on Exhibit “I” attached hereto.

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