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
Notwithstanding anything to the contrary contained herein, the Acquired Assets do not include, and in no event will Purchaser acquire any right, title, benefit or interest in, to or under, any of the Excluded Assets.
Subject to the exclusion of the Excluded Assets, the Purchased Assets and Assumed Liabilities constitute all of the assets, properties, licenses and Contracts necessary to conduct the Business in substantially the same manner as the Business has been conducted prior to the date hereof, subject to ordinary wear and tear.
Notwithstanding any of the foregoing provisions of this Section 7.7, Purchaser shall not have the right to conduct invasive environmental investigation of any kind on the Acquired Assets, or conduct any structural evaluation or invasive environmental investigation of any kind, including in the form of soil and groundwater sampling, nor be entitled to any environmental reports or other similar information related to Excluded Assets.
Notwithstanding any provision of this Agreement to the contrary, nothing herein contained will be deemed to constitute an agreement to sell, transfer, assign or convey the Excluded Assets to Buyers, and Sellers will retain all right, title and interest to, in and under the Excluded Assets.
Buyers and Sellers acknowledge and agree that there shall be no reduction in the Purchase Price if Buyers elect to designate any Purchased Assets (other than Assumed Contracts) as Excluded Assets and there shall be no increase in the Purchase Price if Buyers elect to designate any Excluded Assets (other than Excluded Contracts) as Purchased Assets.
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 has the meaning specified in Section 2.2.
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 means (a) all assets or property (other than Inventory or Accounts) of the Borrowers that would otherwise be included as Collateral but for the express terms of (i) any permit, lease, license, contract or other agreement or instrument constituting or applicable to such asset or (ii) applicable Law (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9‑406, 9‑407, 9‑408 or 9‑409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law or principles of equity) that, in each case, prohibits the grant to the Agent of a security interest in and to such asset or property or under which the grant to the Agent of a security interest in and to such asset or property may impair the validity or enforceability of such asset or property (including any United States intent‑to‑use trademark applications); provided, however, that such assets or Property shall constitute “Excluded Assets” only to the extent and for so long as such permit, lease, license, contract or other agreement or applicable law validly prohibits the creation of a Lien on such property in favor of the Agent (as opposed to restricting any exercise of remedies hereunder or requiring the consent of any Person (other than a Borrower) or Governmental Authority for any exercise of remedies hereunder (which exercise of remedies shall be subject to Section 9.04, but such provision shall not limit the creation, attachment or perfection of the Lien in favor of the Agent hereunder)) and, upon the termination of such prohibition (by written consent or in any other manner), such property shall cease to constitute “Excluded Assets;” (b) voting Equity Interests of any first‑tier Foreign Subsidiary in excess of 65% of the aggregate voting Equity Interests of such first‑tier Foreign Subsidiary (other than a Qualifying Foreign Subsidiary, all of the equity of which shall constitute Collateral), (c) to the extent that applicable law requires that a Subsidiary of any Borrower issue nominee or directors qualifying shares, such nominee or qualifying shares, (d) unless otherwise requested by the Agent, any motor vehicle covered by a certificate of title or other evidence of ownership to the extent that a security interest in such asset cannot be perfected by the filing of a financing statement under the UCC, and (e) other assets to the extent the Agent determines in its Credit Judgment that the cost of obtaining such pledge or se...