Other Excluded Property definition

Other Excluded Property means any property, other than an Excluded Property, excluded from the Reorganization and included within the Defective Property Basket pursuant to the applicable provisions of the Reorganization Agreement.
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Other Excluded Property means, collectively, any of the following: (i) any Permit, lease, license, contract, instrument or other agreement held by any Grantor that prohibits or requires the consent of any Person (other than any Grantor or its Subsidiaries) as a condition to the creation by such Grantor of a Lien thereon (or the granting of such Lien would result in a breach or event of default thereunder), or any Permit, lease, license contract or other agreement held by any Grantor to the extent that any laws applicable thereto prohibits the creation of a Lien thereon, but only, in each case, to the extent, and for so long as, such prohibition, requirement for consent, breach or event of default is not terminated or rendered unenforceable or otherwise deemed ineffective by the UCC or any other applicable laws, (ii) property that is subject to a purchase money Lien or capital lease, in each case consisting of a Permitted Lien, if the contract or other agreement in which such Lien is granted (or in the documentation providing for such purchase money Lien or capital lease) prohibits or requires the consent of any Person (other than any Grantor or its Subsidiaries) as a condition to the creation of any other Lien on such property, (iii) each United States application to register any trademark prior to the filing under applicable law of a verified statement of use (or equivalent) for such Trademark, (iv) any Deposit Accounts used exclusively for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of a Grantor, (v) interests in joint ventures and non-wholly owned Subsidiaries to the extent not permitted to be pledged without the consent of third parties, and in any event including in the Other Excluded Property the Oshkosh joint venture consisting of MERIDIAN MK LLC, (vi) the Recapitalization Agreement (the “Recapitalization Agreement”) by and among the Issuer, ViSalus and certain other Persons effecting the ViSalus Mandatory Exchange (as defined in the Consent Agreement) and the Transition Services Agreement (as defined in the Recapitalization Agreement) and (vii) on the Amendment No. 1 Effective Date, any real property owned or leased by the Issuer or any Guarantor other than the Mortgaged Property and, after the Amendment No. 1 Effective Date, (a) any real property owned by the Issuer or any Guarantor with an individual fair market value (measured at the time of acquisition thereof) not in excess of $1.0 million, and (b) all of the Issuer’s and...
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Other Excluded Property any of the following: (a) any lease, license, contract, property right or agreement to which any Obligor is a party or is otherwise bound, or any license, consent, permit, variance, certification, authorization or approval of any Governmental Authority (or any Person acting on behalf of any Governmental Authority) of which any Obligor is the owner or beneficiary, or any of its rights or interests thereunder, and any other property in which any Obligor is not permitted by Applicable Law or by the terms of any instrument to which such Obligor is a party or by which such Obligor or any of its property is bound, to grant a security interest, if and for so long as the grant of such security interest shall result in (i) the abandonment, invalidation or unenforceability of any right, title or interest of the Obligor therein, or (ii) a breach or termination pursuant to the terms of, or a default under, any such lease, license, contract, property right or agreement, or any such license, consent, permit, variance, certification, authorization or approval, or any such instrument (other than, in any case under subclause (i) or subclause (ii), to the extent that any such result would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other Applicable Law or principles of equity); (b) any asset or property that is subject to a Purchase Money Lien to the extent that the documents relating to such purchase money Lien would not permit such asset or property to be subject to the security interests created hereby (other than to the extent that any such restriction in any such document would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Code or any other applicable law or principles of equity); (c) any Real Estate or Real Estate leases; (d) any other assets in which the creation or perfection of a security interest in favor of Agent is prohibited by law or regulation; provided, however, that the foregoing excluded personal property shall not include any proceeds, substitutions or replacements of any of such excluded personal property referred to in clause (a) or (b) (unless such proceeds, substitutions or replacements would constitute excluded property referred to in clause (a) or (b)).
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Examples of Other Excluded Property in a sentence

  • Excluded property by spousal agreement Other Excluded Property 94.

  • Any Excluded Property or Other Excluded Property which is not removed by Walker within thirty (30) days following the expiration of txx Xxxufacturing Facility Lease shall become and remain the property of Buyer.

  • Walker shall have no obligation to replace any Excluded Propxxxx or Other Excluded Property or to repair or restore any damage resulting from the removal thereof.

  • Holdings authorizes Agent to file any UCC financing statement that indicates the Collateral as “all assets” or “all personal property” (other than Equipment, Intellectual Property and goodwill related thereto, Real Estate and Other Excluded Property) of Holdings or Borrower, as the case may be, or words to similar effect, and ratifies any action taken by Agent before the Closing Date to effect or perfect its Lien on any Collateral.

Related to Other Excluded Property

  • Excluded Property shall have the meaning set forth in the Security Agreement.

  • 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.

  • Excluded Personal Property has the meaning set forth in Section 2.2(c).

  • Excluded Collateral shall have the meaning assigned to such term in the Security Agreement.

  • Permitted Collateral Liens means any “Permitted Liens” other than Liens specified in clauses (2), (3), (4), (5), (14) or (18) of the definition of “Permitted Liens.”

  • Exempt Property means tangible personal property acquired in whole or in part with Federal funds, where the Federal awarding agency has statutory authority to vest title in the recipient without further obligation to the Fed- eral Government. An example of ex- empt property authority is contained in the Federal Grant and Cooperative Agreement Act (31 U.S.C. 6306), for property acquired under an award to conduct basic or applied research by a non-profit institution of higher edu- cation or non-profit organization whose principal purpose is conducting scientific research.

  • Abandoned property means personal property left by an owner who intentionally

  • Contested Collateral Lien Conditions means, with respect to any Permitted Lien of the type described in clauses (a), (b), (e) and (f) of Section 6.02, the following conditions:

  • Excluded Perfection Assets means, collectively:

  • Excluded Person means each Defendant, the directors and officers of each Defendant, the subsidiaries or affiliates of each Defendant, the entities in which each Defendant or any of that Defendant’s subsidiaries or affiliates have a controlling interest and the legal representatives, heirs, successors and assigns of each of the foregoing.

  • Excluded Party has the meaning set forth in Section 7.4(b).

  • Permitted Assets means any and all properties or assets that are used or useful in a Permitted Business (including Capital Stock in a Person that is a Restricted Subsidiary and Capital Stock in a Person whose primary business is a Permitted Business that shall become a Restricted Subsidiary immediately upon the acquisition of such Capital Stock by the Issuer or by a Restricted Subsidiary, but excluding any other securities).

  • Counterfeit substance means a controlled substance which, or the container or labeling of which, without authorization, bears the trademark, trade name, or other identifying mark, imprint, number or device, or any likeness thereof, of a manufacturer, distributor, or dispenser other than the person who in fact manufactured, distributed, or dispensed the substance.

  • 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.

  • Disqualified Non-U.S. Tax Person With respect to a Class R Certificate, any Non-U.S. Tax Person or agent thereof other than (i) a Non-U.S. Tax Person that holds the Class R Certificate in connection with the conduct of a trade or business within the United States and has furnished the transferor and the Certificate Registrar with an effective IRS Form W-8ECI or (ii) a Non-U.S. Tax Person that has delivered to both the transferor and the Certificate Registrar an opinion of a nationally recognized tax counsel to the effect that the transfer of the Class R Certificate to it is in accordance with the requirements of the Code and the regulations promulgated thereunder and that such transfer of the Class R Certificate will not be disregarded for federal income tax purposes.

  • Non-U.S. Tax Person A person other than a U.S. Tax Person.

  • 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)).

  • Acquired Property shall have the meaning set forth in Section 5.11(c)(i)(A) hereof.

  • Permitted Prior Liens means (a) Liens securing Priority Lien Obligations not exceeding the Priority Lien Cap, (b) Liens described in clauses (5), (6), (10) or (11) of the definition of "Permitted Liens" and (c) Liens that arise by operation of law and are not voluntarily granted, to the extent entitled by law to priority over the security interests created by the Security Documents.

  • Indigent person means a person whose household income does not exceed the minimum household income as predetermined by the council;

  • Pledged or Controlled Collateral has the meaning assigned to such term in Section 5.05(a).

  • Excluded Disposal Proceeds means any Disposal Proceeds:

  • Nonexempt property means property that is not a principal residence, qualified agricultural property, qualified forest property, supportive housing property, industrial personal property, commercial personal property, or property occupied by a public school academy.

  • Combined Collateral LLC: Combined Collateral LLC, a Delaware limited liability company.

  • Permitted Licenses are (A) licenses of over-the-counter software that is commercially available to the public, and (B) non-exclusive and exclusive licenses for the use of the Intellectual Property of Borrower or any of its Subsidiaries entered into in the ordinary course of business, provided, that, with respect to each such license described in clause (B), (i) no Event of Default has occurred or is continuing at the time of such license; (ii) the license constitutes an arms-length transaction, the terms of which, on their face, do not provide for a sale or assignment of any Intellectual Property and do not restrict the ability of Borrower or any of its Subsidiaries, as applicable, to pledge, grant a security interest in or lien on, or assign or otherwise Transfer any Intellectual Property; (iii) in the case of any exclusive license, (x) Borrower delivers ten (10) days’ prior written notice and a brief summary of the terms of the proposed license to Collateral Agent and the Lenders and delivers to Collateral Agent and the Lenders copies of the final executed licensing documents in connection with the exclusive license promptly upon consummation thereof, and (y) any such license could not result in a legal transfer of title of the licensed property but may be exclusive in respects other than territory and may be exclusive as to territory only as to discrete geographical areas outside of the United States; and (iv) all upfront payments, royalties, milestone payments or other proceeds arising from the licensing agreement that are payable to Borrower or any of its Subsidiaries are paid to a Deposit Account that is governed by a Control Agreement.

  • Owned Property has the meaning set forth in Section 4.10(a).