Excluded Property; Hotel Matters. There shall be no prorations on the Excluded Property or any retail sales, hotel/motel sales, use, occupancy and liquor taxes and like impositions with respect to the use and operation of the Hotel. Seller shall be responsible for any and all charges, costs, expenses and liabilities with respect to such matters, and this obligation shall survive the Closing; provided, that if Purchaser elects to operate the Premises as a hotel after Closing, any retail sales, hotel/motel sales, use, occupancy and liquor taxes and like impositions with respect to the use and operation of such hotel and first arising after the Closing shall be the responsibility of Purchaser (and this obligation shall survive the Closing).

. Any Dispute relating to the inventorship, scope, validity, enforceability or infringement of a patent, trademark or copyright, or any antitrust, anti-monopoly or competition law or regulation (an “Excluded Claim”) shall not be subject to binding arbitration under Section 11.4, but instead shall be submitted to a court of competent jurisdiction.

Excluded Property. Notwithstanding anything to the contrary herein, the representations, warranties and covenants set forth herein in relation to the assets of the Grantors shall not apply to any Excluded Property.

Excluded Entities. None of the Excluded Entities hold or own any assets used in the operation of the business of the Company or the Company Subsidiaries as currently conducted or contemplated to be conducted, except for the Excluded Contracts and the facility, land and other assets which, following the Closing, will be subject to the Facility Access and Use Agreement.

Excluded Targets. Prior to the Effective Date, the Parties acknowledge that ​.

Excluded Property. Notwithstanding anything to the contrary set forth in Sections 1(a)-(e) above, none of # any and all fixtures, personal property or intellectual property or other assets owned by or proprietary to # the lessor under any equipment leases, # the supplier, vendor, licensor or other party under any Contracts, or # any

Excluded Intellectual Property. Purchaser recognizes that any and all “Excluded Intellectual Property” (as defined below) is explicitly excluded from the property transferred to Purchaser under this Agreement and that Purchaser shall not use the Excluded Intellectual Property at any point in time. For purposes of this Section 1.1(i), Excluded Intellectual Property shall mean any patents, copyrights, trade secrets and trademarks, including tradenames, logos, symbols and slogans, used by Seller and/or its subsidiaries, affiliates, and any other related entities and related to the FlatRate Moving® brand. Seller does agree, however, from the Closing Date through the fourth anniversary thereof, to redirect from Seller’s current website to a home page designated by Purchaser all internet traffic and inquiries relating to the self storage operation on the Property.

(b) Guarantors

During the Term, INNOCOLL agrees that neither it, nor any of its Affiliates or sublicensees, ​.

Excluded Property. Notwithstanding anything to the contrary in Section 2.1, the property, assets, rights and interests set forth in this [Section 2.2] (the “Excluded Property”) are excluded from the Property: