Certain Limited Exceptions. No security interest is or will be granted pursuant to this Agreement or any other First Lien Security Document in any right, title or interest of any Grantor under or in, and “Personal Property Collateral”, “Real Property Collateral” and “Pledged Collateral” shall not include, the following (collectively, the “Excluded Assets”):
(1) any fee interest in owned real property (including Fixtures related thereto) if the fair market value of such fee interest is less than $5,000,000 individually;
(2) any interest in leased real property (including Fixtures related thereto) (and there shall be no requirement to deliver landlord lien waivers, estoppels or collateral access letters);
(3) any Vehicles, any assets subject to certificate of title and any aircraft, airframes, aircraft engines, helicopters, vessels or rolling stock or any Equipment or other assets constituting a part thereof;
(4) Foreign Intellectual Property;
(5) Letter-of-Credit Rights and Commercial Tort Claims individually with a value of less than $10,000,000;
(6) any assets specifically requiring perfection through control agreements (including cash, cash equivalents, deposit accounts or other bank or securities accounts), other than (i) any assets in which a security interest is automatically perfected by filings under the UCC and (ii) Pledged Stock;
(7) margin stock and those assets over which the granting of security interests in such assets would be prohibited by contract, applicable law or regulation or the organizational or joint venture documents of any non-wholly owned Subsidiary (including permitted liens, leases and licenses) (in each case, after giving effect to the applicable anti-assignment provisions of the UCC, other than Proceeds and receivables thereof to the extent that their assignment is expressly deemed effective under the UCC notwithstanding such prohibitions) or to the extent that such security interests would result in material adverse tax consequences (including as a result of the operation of Section 956 of the Code or any similar Law in any applicable jurisdiction) as reasonably determined by the Company and notified in writing to the Administrative Agent (it being understood that neither the Company nor any of its Subsidiaries shall be required to enter into any security agreements or pledge agreements governed by foreign law);
(8) Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) which is described in...
Certain Limited Exceptions. Nothing in this Section 6.3 or elsewhere in this Agreement shall prohibit the Company’s Board of Directors from taking and disclosing to the holders of Company Common Stock a position contemplated by Rule 14e-2(a), Rule 14d-9 or Item 1012(a) of Regulation M-A promulgated under the Exchange Act, or other applicable Law, if the Company’s Board of Directors determines, After Consultation, that the failure to so disclose such position could constitute a violation of applicable Law; provided, however, that any additional disclosure relating to a Takeover Proposal, other than (i) a “stop, look and listen” or similar communication of the type contemplated by Rule 14d-9(f) promulgated under the Exchange Act that contains factually accurate public statement by the Company that describes the Company’s receipt of a Takeover Proposal and the operation of this Agreement with respect thereto, (ii) an express rejection of such Takeover Proposal, or (iii) an express reaffirmation of its Company Offer Recommendation and Company Merger Recommendation, shall be deemed a Company Adverse Recommendation Change.
Certain Limited Exceptions. No security interest is or will be granted pursuant to this Agreement or any other Security Document in any right, title or interest of any Granting Party under or in and “Collateral” and “Pledged Collateral” shall not include the following (subject to the last sentence of this Section 3.3, collectively, the “Excluded Assets”):
Certain Limited Exceptions. No security interest, mortgage, charge, assignment, hypothecation or pledge (collectively, "Security Interest") is or will be granted pursuant hereto in any right, title or interest of the Grantor under or in (collectively, the "Excluded Assets"):
(a) any Instruments, Contracts, Chattel Paper, Intangibles, Copyright Licenses, Patent Licenses, Trade-mark Licenses, Trade Secret Licenses, Industrial Design Licenses or otxxx contracts or agreements with or issued by Persons other than Holdings, a Subsidiary of Holdings or an Affiliate thereof, (collectively, "Restrictive Agreements") that would otherwise be included in the Collateral (and such Restrictive Agreements shall not be deemed to constitute a part of the Collateral) for so long as, and to the extent that, the granting of such a security interest pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except to the extent that, pursuant to the PPSA or other applicable law, the granting of security interests therein can be made without resulting in a breach, default or termination of such Restrictive Agreements). The security interest with respect to each Restrictive Agreement will constitute a trust in favour of the Canadian Collateral Agent, for the benefit of the Secured Parties, pursuant to which the Grantor holds as trustee all Proceeds arising under or in connection with the Restrictive Agreement in trust for the Canadian Collateral Agent, for the benefit of the Secured Parties, on the following basis: (i) subject to the Credit Agreement, until the security interest is enforceable, the Grantor is entitled to receive all such Proceeds; and (ii) whenever the security interest is enforceable, (A) all rights of the Grantor to receive such Proceeds cease and all such Proceeds will be immediately paid over to the Canadian Collateral Agent for the benefit of the Secured Parties, and (B) the Grantor will take all actions requested by the Canadian Collateral Agent to collect and enforce payment and other rights arising under the Restrictive Agreement;
(b) any Equipment that would otherwise be included in the Collateral (and such Equipment shall not be deemed to constitute a part of the Collateral) if such Equipment is subject to a Lien permitted by subsection 8.3(h) of the Credit Agreement (but only for so long as such Liens are in place);
(c) any property that would otherwise be included in the Collateral (and such property shall not be deemed to cons...
Certain Limited Exceptions. Nothing in this Section 4.2 shall prohibit the Board of Directors of the Seller from taking and disclosing to the Seller’s shareholders a position contemplated by Rule 14e-2(a), Rule 14d-9 or Item 1012(a) of Regulation M-A promulgated under the Exchange Act, or other applicable Law, if such Board determines, after consultation with outside counsel, that failure to so disclose such position could constitute a violation of applicable Law.
Certain Limited Exceptions. No security interest is or will be granted pursuant to this Agreement or any other Security Document in any right, title or interest of any
Certain Limited Exceptions. Nothing in this Section 6.4 or elsewhere in this Agreement shall prohibit the Board of Directors of the Company from taking and disclosing to the Company’s shareholders a position contemplated by Rule 14e-2(a), Rule 14d-9 or Item 1012(a) of Regulation M-A promulgated under the Exchange Act, or other applicable Law, if such Board determines, after consultation with outside counsel, that failure to so disclose such position could constitute a violation of applicable Law; provided, however, that any such disclosure relating to a Takeover Proposal, other than (i) a “stop, look and listen” or similar communication of the type contemplated by Rule 14d-9(f) promulgated under the Exchange Act, (ii) an express rejection of such Takeover Proposal, or (iii) an express reaffirmation of its Offer Recommendation and Merger Recommendation, shall be deemed a Company Adverse Recommendation Change. In addition, it is understood and agreed that, for purposes of this Agreement (including ARTICLE VIII), a factually accurate public statement by the Company that describes the Company’s receipt of a Takeover Proposal and the operation of this Agreement with respect thereto shall not be deemed a Company Adverse Recommendation Change if the Company affirmatively reaffirms in such disclosure the Offer Recommendation and Merger Recommendation.
Certain Limited Exceptions. No security interest is or will be granted pursuant to this Agreement or any other Security Document other than the security interest granted in the Canadian Guarantee and Collateral Agreement in any right, title or interest of any Granting Party under or in and “Collateral” and “Pledged Collateral” shall not include the following (subject to the last sentence of this Section 3.3, collectively, the “Excluded Assets”): (a) any Instruments, Contracts, Chattel Paper, General Intangibles, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or other contracts or agreements with or issued by Persons other than Ultimate Parent, a Subsidiary of Ultimate Parent or an Affiliate thereof, (collectively, “Restrictive Agreements”) that would otherwise be included in the Security Collateral (and such Restrictive Agreements shall not be deemed to constitute a part of the Security Collateral) for so long as, and to the extent that, the granting of such a security interest pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except to the extent that, pursuant to the Code or other applicable law, the granting of security interests therein can be made without resulting in a breach, default or termination of such Restrictive Agreements); provided, that (A)
Certain Limited Exceptions. 10 2.3 Attachment....................................................... 12 2.4 Deficiency....................................................... 12
Certain Limited Exceptions. Notwithstanding anything herein to the contrary, in no event shall the Collateral include, and no Grantor shall be deemed to have granted a security interest in, any of such Grantor's right, title or interest (a) in any Intellectual Property if the grant of such security interest shall constitute or result in the abandonment of, invalidation of or rendering unenforceable any right, title or interest of any Grantor therein; or (b) in any license, contract or agreement to which such Grantor is a party or any of its rights or interests thereunder, to the extent, that such a grant would, under the terms of such license, contract or agreement, or otherwise, result in a breach or termination of the terms of, or constitute a default under or termination of any such license, contract or agreement (other than to the extent that any such term would be rendered ineffective pursuant to Section 9-406 of the Uniform Commercial Code (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, that each Grantor agrees to use all reasonable efforts to obtain all requisite consent to enable such Grantor to provide a security interest in such asset and, in any event, immediately upon the ineffectiveness, lapse or termination of any such provision, the Collateral shall include, and such Grantor shall be deemed to have granted a security interest in, all such rights and interests as if such provision had never been in effect.
