Excluded Assets definition
Excluded Assets has the meaning set forth in Section 2.2.
Excluded Assets shall have the meaning set forth in Section 2.3.
Excluded Assets means each of the following:
Examples of Excluded Assets in a sentence
Any conflict in real and personal property interests erroneously listed in schedules associated with “Purchased Assets” and “Excluded Assets” shall be deemed to be Excluded Assets under this Agreement.
Except as set forth on Section 4.11(b) of the Disclosure Schedules, none of the Excluded Assets is material to the Business.
For clarification purposes, all Excluded Assets set forth in Section 2.2 of this Agreement shall be expressly excluded from the personal property set forth in this Schedule 2.1(b).
Other than the Purchased Assets and the Excluded Assets, Sellers do not own any other asset material to the Business.
More Definitions of Excluded Assets
Excluded Assets means (a) any fee-owned real property with a fair market value of less than $50,000,000 as determined on the Effective Date for existing real property and on the date of acquisition for after acquired real property, (b) all leasehold interests in real property (and, for the avoidance of doubt, in no event shall landlord lien waivers, estoppels and collateral access letters be required to be delivered with respect to any such leasehold interests in real property), (c) any governmental licenses or state or local franchises, charters or authorizations, to the extent a security interest in any such license, franchise, charter or authorization would be prohibited or restricted thereby (including any legally effective prohibition or restriction, but excluding any prohibition or restriction that is ineffective under the Uniform Commercial Code of the applicable jurisdiction), (d) any asset if, to the extent and for so long as the grant of a Lien thereon to secure the Secured Obligations is prohibited by any Requirements of Law (other than to the extent that any such prohibition would be rendered ineffective pursuant to any other applicable Requirements of Law) or would require consent or approval of any Governmental Authority (which consent or approval has not been obtained), (e) margin stock and, to the extent prohibited by, or creating an enforceable right of termination in favor of any other party thereto under (other than any Loan Party or any wholly-owned Subsidiary), the terms of any applicable Organizational Documents, joint venture agreement or shareholders’ agreement, Equity Interests in any Person other than wholly-owned Restricted Subsidiaries, (f) assets to the extent a security interest in such assets would result in material adverse tax consequences to Holdings or one of its subsidiaries as reasonably determined by either Borrower Party in consultation with the Administrative Agent, (g) any intent-to-use trademark application prior to the filing and acceptance by the United States Patent and Trademark Office of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, (h) any lease, license or other agreement or any property subject thereto (including pursuant to a purchase money security interest or similar arrangement) to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement or purchase money arrangement or create a breach, default or right of termination in favor of any o...
Excluded Assets means:
Excluded Assets shall have the meaning ascribed to it in Section 2.1(b).
Excluded Assets has the meaning set forth in the Security Agreement.
Excluded Assets as defined in the Guarantee and Collateral Agreement.
Excluded Assets has the meaning specified in Section 2.2.
Excluded Assets as defined in Section 1.2.