Business Excluded Assets definition

Business Excluded Assets means assets owned, leased or licensed by (a) Seller or any Seller Affiliate or (b) any Acquired Company which are not Related to the Business (whether or not owned by or titled in the name of an Acquired Company and whether or not an Acquired Company has any right, title or interest). Without limiting the generality of the foregoing and whether or not included in the foregoing definition, the Business Excluded Assets include the following:
Sample 1

Examples of Business Excluded Assets in a sentence

  • Seller is not selling and Buyer is not purchasing any of the following excluded assets related to the Business ("Excluded Assets"): (i) cash, cash deposits, rights to receive cash refunds, and other cash equivalents, (ii) cash investments, (iii) Accounts Receivable, notes receivable and trade receivables accrued on or before the IPO Closing Date, all as more specifically described on SCHEDULE 2.2.

  • Seller is not selling and Buyer is not purchasing any of the following excluded assets related to the Business ("Excluded Assets"): (i) cash, and (ii) cash investments, cash deposits, including any and all leasehold deposits, right to receive cash refunds, and other cash equivalents, all as more specifically described on Schedule 2.2.

  • Seller is not selling and Buyer is not purchasing any of the following excluded assets related to the Business ("Excluded Assets"): (i) cash, and (ii) cash investments in securities, cash deposits (including security deposits for utilities and other security deposits), right to receive cash refunds, and other cash equivalents, all as more specifically described on Schedule 2.2.

  • Seller is not selling and Buyer is not purchasing any of the following excluded assets related to the Business ("Excluded Assets"): (i) cash, (ii) cash investments, cash deposits, right to receive cash refunds, and other cash equivalents, (iii) motor vehicles used in the Business, and (iv) assets of any employee benefit plan described on SCHEDULE 3.20, all as more specifically described on SCHEDULE 2.2.

  • Seller is not selling and Buyer is not purchasing any of the following excluded assets related to the Business ("Excluded Assets"): (i) cash, (ii) cash investments, cash deposits, right to receive cash refunds, and other cash equivalents, or (iii) Seller's Accounts Receivable, all as more specifically described on SCHEDULE 2.2.

Related to Business Excluded Assets

  • Excluded Assets has the meaning set forth in Section 2.2.

  • Included Assets has the meaning in Section 5.1(d)(ii)(A).

  • Excluded Real Property means (a) any fee-owned real property with a purchase price (in the case of real property acquired after the Effective Date) or Fair Market Value (in the case of real property owned as of the Effective Date, with Fair Market Value determined as of the Effective Date) of less than $3,500,000 individually, (b) any real property that is subject to a Lien permitted by Sections 6.02(iv), (xix), (xxii), (xxiii), (xxviii) or (xxxi), (c) any real property with respect to which, in the reasonable judgment of the Term Administrative Agent (confirmed by notice to the Borrower) the cost (including as a result of adverse tax consequences) of providing a Mortgage shall be excessive in view of the benefits to be obtained by the Lenders, (d) any real property to the extent providing a mortgage on such real property would (i) be prohibited or limited by any applicable law, rule or regulation (but only so long as such prohibition or limitation is in effect), (ii) violate a contractual obligation to the owners of such real property (other than any such owners that are the Borrower or Affiliates of the Borrower) that is binding on or relating to such real property (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code) but only to the extent such contractual obligation was not incurred in anticipation of this provision or (iii) give any other party (other than the Borrower or a wholly-owned Restricted Subsidiary of the Borrower) to any contract, agreement, instrument or indenture governing such real property the right to terminate its obligations thereunder (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code or other applicable law) and (e) any Leasehold.

  • Excluded Business has the meaning set forth in Section 6.10.

  • Excluded Asset means any asset of any Grantor excluded from the security interest hereunder by virtue of Section 2.2 hereof but only to the extent, and for so long as, so excluded thereunder.

  • Excluded Businesses has the meaning set forth in Schedule 1.

  • Excluded Intellectual Property means any Intellectual Property (including Software, but excluding Trademarks), owned by Seller and its Affiliates as of the date hereof that is not Acquired IP.

  • Related Business Assets means assets (other than cash or Cash Equivalents) used or useful in a Similar Business; provided that any assets received by the Issuer or a Restricted Subsidiary in exchange for assets transferred by the Issuer or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

  • Excluded IP has the meaning assigned to such term in the U.S. Security Agreement.

  • Subject Business means the policy or policies that are the subject of the Insurance Business Transfer Plan.

  • Excluded Properties the collective reference to the fee or leasehold interest in real properties owned by the Parent Borrower or any of its Subsidiaries not described in Schedule 5.8.

  • Transferred Assets means the assets, rights and properties of the Sellers that the Purchasers shall acquire as of the Closing.

  • Excluded Entities has the meaning set forth in Section 2.2(b)(iv).

  • Excluded Equipment means (i) defibrillators, enhanced emergency medical kits and other medical equipment, (ii) airphones and other components or systems installed on or affixed to the Airframe that are used to provide individual telecommunications or electronic entertainment to passengers aboard the Aircraft, (iii) galley carts, beverage carts, waste containers, liquor kits, food tray carriers, ice containers, oven inserts, galley inserts, and other branded passenger convenience or service items, (iv) any items, equipment or systems leased by Company or any Permitted Lessee (other than items, equipment, or systems that are leased from Company pursuant to the applicable Lease) or owned by Company or any Permitted Lessee subject to a conditional sales agreement or a security interest (other than the security interest granted under the Indenture), and (v) cargo containers.

  • Retained Assets has the meaning set forth in Section 2.2.

  • Business Assets means all tangible and intangible property and assets owned (either directly or indirectly), leased, licensed, loaned, operated or used, including all real property, fixed assets, facilities, equipment, inventories and accounts receivable, by the Corporation and the Subsidiaries in connection with the Business;

  • Excluded Personal Property means the following:

  • After-Acquired Intellectual Property has the meaning assigned to such term in Section 4.02(d).

  • Excluded Liabilities has the meaning set forth in Section 2.4.

  • Acquired Assets has the meaning set forth in Section 2.1.

  • Excluded Liability means any liability that is excluded under the Bail-In Legislation from the scope of any Bail-In Action including, without limitation, any liability excluded pursuant to Article 44 of the Bank Recovery and Resolution Directive.

  • Excluded Equity means any Voting Stock in excess of 66% of the total outstanding Voting Stock of any direct Subsidiary of any Grantor that is a Non-U.S. Person. For the purposes of this definition, “Voting Stock” means, as to any issuer, the issued and outstanding shares of each class of capital stock or other ownership interests of such issuer entitled to vote (within the meaning of Treasury Regulations § 1.956-2(c)(2)).

  • Transferred Real Property has the meaning set forth in Section 1.1(p).