Excluded Assets definition

Excluded Assets has the meaning set forth in Section 2.2.

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Excluded Assets means each of the following:

Excluded Assets shall have the meaning set forth in Section 2.3.

Examples of Excluded Assets in a sentence

Notwithstanding the foregoing, during the Interim Period, Buyer shall have the right, with Seller’s consent (not to be unreasonably withheld, conditioned or delayed), to update Schedule A (Purchased Assets - Assigned Contracts), Schedule B (Excluded Assets), Schedule 5.1 (Scheduled Employees) and Schedule 7.6 (Third Party Consents) and any such update shall be deemed to have amended such schedule, as of the date of such amendment, for all purposes hereunder without any additional action from any party.
For the elimination of doubt, nothing contained in this Section 4.3 shall impose any restriction on, or impose obligations of Seller or Seller Parent with respect to, the Excluded Business (including, for the avoidance of doubt, selling or continuing to operate any segment of the Excluded Business) or the Excluded Assets.
From and after the Closing, Buyer shall have the exclusive right to represent itself as the Buyer of the Purchased Assets; provided, however, that such representations shall not in any manner attempt to convey to the public or to any of the Seller Parties’ customers or former customers that Buyer is acting for or on behalf of any Seller Parties or their respective Affiliates, as applicable, or that the Seller Parties are not still the owners of the Excluded Assets or the Excluded Business.

More Definitions of Excluded Assets

Excluded Assets means:

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 has the meaning set forth in the Security Agreement.

Excluded Assets shall have the meaning given to such term in Section 2.2.

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.