Excluded Assets definition

Excluded Assets has the meaning set forth in Section 2.2.
Excluded Assets shall have the meaning set forth in Section 2.2.
Excluded Assets means (a) motor vehicles and other equipment subject to a certificate of title statute, (b) leasehold interests in real property (except leasehold interests of the kind described in Section (E)1(y) of the Agreed Security Principles), (c) assets subject to a Lien securing Capital Lease Obligations, Synthetic Lease Obligations or purchase money debt obligations, in each case in favor of a Person other than Irish Holdco and its Subsidiaries and permitted hereunder, if the contract or other agreement in which such Lien is granted prohibits the creation of any other Lien on such assets or creates a right of termination in favor of such Person (other than to the extent that any such prohibition would be rendered ineffective pursuant to the UCC of any relevant jurisdiction or any other applicable law); provided that such asset (i) will be an Excluded Asset only to the extent and for so long as the prohibition specified above applies or consequences specified above will result and (ii) will cease to be an Excluded Asset and will become subject to the Lien granted under the respective Collateral Document, immediately and automatically, at such time as such prohibition ceases to apply and any such consequences will no longer result, (d) any fee-owned real property with an appraised value of less than $5,000,000, (e) any lease, license, contract, property right or agreement to which any Loan Party is a party or any of its rights or interests thereunder if and only for so long as the grant of a Lien hereunder is prohibited by any law, rule or regulation or will constitute or result in a breach, termination or default, or requires any consent of any Person not obtained, under such lease, license, contract, property right or agreement (other than to the extent that (x) any such applicable law, rule, regulation or term would be rendered ineffective pursuant to the UCC of any relevant jurisdiction or any other applicable law or (y) the respective lease, license, contract, property right or agreement is with, or for the benefit of, Irish Holdco or any of its Subsidiaries and not in any material respect for the benefit of any other party); provided that such lease, license, contract, property right or agreement will be an Excluded Asset only to the extent and for so long as the consequences specified above will result or the consent specified above has not been obtained and will cease to be an Excluded Asset and will become subject to the Lien granted under the respective C...

Examples of Excluded Assets in a sentence

  • In the event there are any further Excluded Assets, the same shall not form part in the assets to be auctioned under the process.

  • Notwithstanding anything contained in Section 2.1 or the Australia ASA to the contrary, Seller is not selling, and no Buyer is purchasing, any right, title or interest in, to or under the Excluded Assets.

  • The Excluded Assets do not form a part of liquidation estate of the Company and hence will not be a part of the sale process as per the E-Auction herein contemplated.

  • At no cost to Seller, Buyer shall own, repair, maintain and provide Seller with heating, ventilation, air conditioning, lighting, and other building services at the levels in existence for winter and summer conditions immediately prior to Closing to the Excluded Assets located within the Purchased Assets.

  • The aforesaid form part of the list of Excluded Assets and such Excluded Assets do not form a part of liquidation estate of the Company and hence will not be a part of the sale process as per the E-Auction herein contemplated.


More Definitions of Excluded Assets

Excluded Assets has the meaning set forth in Section 2.1(b).
Excluded Assets means:
Excluded Assets means each of the following:
Excluded Assets means the following:
Excluded Assets means (i) the Borrower’s headquarters facility in Overland Park, Kansas and Reston, Virginia (the “HQ Properties”) (any of the Borrower or any Restricted Subsidiary that owns any such HQ Property, an “HQ Owner”), and any other real property (together with any improvements thereon) with an individual fair market value less than $10,000,000 or owned by the Borrower or any Restricted Subsidiary on the Effective Date, (ii) motor vehicles and other assets subject to certificates of title statutes, (iii) leasehold interests, letters of credit and letters of credit rights not constituting supporting obligations, in each case other than to the extent such interests, rights or obligations can be perfected by the filing of a UCC financing statements and commercial tort claims (other than those (1) where no additional action is required by any Loan Party to grant or perfect a security interest in such commercial tort claim or (2) those in excess of $5,000,000 individually or $20,000,000 in the aggregate for all such excluded tort claims), (iv) those pledges and assets over which the granting or perfecting of security interests in such assets would be prohibited by a contract existing on the Effective Date or on the date any Subsidiary is acquired or organized (provided such restriction is not created in contemplation thereof and only relates to the assets so acquired), applicable law (or if applicable law creates a risk of material adverse tax consequences as reasonably determined by the Borrower in consultation with the Administrative Agent) or regulation, (v) Equity Interests in any Person other than the Borrower and wholly-owned Restricted Subsidiaries (1) for so long as the pledge thereof is prohibited by the organizational documents of such Person, a joint venture or similar contractual agreement with a third party (and such prohibition, agreement or contract is not (except with respect to any special purpose vehicle) created or entered into in contemplation hereof) or (2) to the extent the fair market value of such Equity Interest is less than $5,000,000 individually or $20,000,000 in the aggregate for all such excluded Equity Interests, (vi) Equity Interests in any Unrestricted Subsidiary or any Receivables Entity for so long as the pledge thereof is prohibited by the organization documents of such Person (and such prohibition is not (except with respect to any special purpose vehicle) created in contemplation hereof), (vii) any lease, license or other agreeme...
Excluded Assets has the meaning specified in Section 2.2.