Common use of Excluded Property Clause in Contracts

Excluded Property. 1.2.1. Except as otherwise set forth in this Agreement, or any agreement executed at the Closing in connection with this Agreement (each such agreement, a “Closing Document” and collectively, the “Closing Documents”), Seller shall not sell, assign, transfer or deliver to Purchaser any rights and interests of Seller as owner of the Property arising and accruing prior to the Closing, in and to the following: casualty and condemnation proceeds, other insurance proceeds, Security Deposits (as hereinafter defined) which have been applied in accordance with the terms of this Agreement and the applicable Lease, utility deposits and rental arrearages attributable to periods prior to the Closing; 1.2.2. Except as expressly set forth in this Agreement, any cause of action or claim by Seller against a Tenant to the extent provided in Sections 3.2.4 and 3.2.5 and counterclaims, offsets and defenses against any third party that makes a claim against Seller or with respect to which Purchaser makes an indemnification claim against Seller; and 1.2.3. Purchaser hereby acknowledges and agrees that the terms “Intellectual Property” and “Intangible Property” do not include, and Purchaser is not acquiring any rights in and to, the marks “Sentinel” and “Sentinel Data Centers”, any trademarks incorporating or combining such terms or designs (collectively, the “Sentinel Marks”), and following the Closing, Purchaser shall not have any right, title or interest in or to, or right to use, and Purchaser covenants that it will not hereafter adopt, use, or register, or authorize others to adopt, use or register, any trademarks (i) consisting of or incorporating the Sentinel Marks, (ii) consisting of or incorporating the word “Sentinel” or the phrase “Sentinel Data Centers” in a business which is similar to the business of Seller, or (iii) confusingly similar to the Sentinel Marks.

Excluded Property. 1.2.11.3.1. Except as otherwise set forth in this Agreement, or any agreement executed at the Closing in connection with this Agreement (each such agreement, a “Closing Document” and collectively, the “Closing Documents”), neither of the entities comprising Seller shall not sell, assign, transfer or deliver to Purchaser any rights and interests of Seller as owner of the Property arising and accruing prior to the Closing, in and to the following: casualty and condemnation proceeds, other insurance proceeds, Security Deposits (as hereinafter defined) which have been applied in accordance with the terms of this Agreement and the applicable Lease, utility deposits and rental arrearages attributable to periods prior to the Closing; 1.2.21.3.2. Except as expressly set forth in this Agreement, any cause of action or claim by Seller against a Tenant to the extent provided in Sections 3.2.4 and 3.2.5 and counterclaims, offsets and defenses against any third party that makes a claim against either of the entities comprising Seller or with respect to which Purchaser makes an indemnification claim against either of the entities comprising Seller; and 1.2.31.3.3. Purchaser hereby acknowledges and agrees that the terms “Intellectual Property” and “Intangible Property” do not include, and Purchaser is not acquiring any rights in and to, the marks “Sentinel” and “Sentinel Data Centers”, any trademarks incorporating or combining such terms or designs (collectively, the “Sentinel Marks”), and following the Closing, Purchaser shall not have any right, title or interest in or to, or right to use, and Purchaser covenants that it will not hereafter adopt, use, or register, or authorize others to adopt, use or register, any trademarks (i) consisting of or incorporating the Sentinel Marks, (ii) consisting of or incorporating the word “Sentinel” or the phrase “Sentinel Data Centers” in a business which is similar to the business of Seller, or (iii) confusingly similar to the Sentinel Marks.

Excluded Property. 1.2.1. Except as otherwise set forth in this Agreement, (a) any ‎permit or license or any agreement executed at contractual obligation entered into by any Obligor (i) that prohibits or ‎requires the Closing in connection with this Agreement (each such agreement, consent of any Person other than the Obligors or Subsidiaries which has not been obtained as a “Closing Document” and collectively, the “Closing Documents”), Seller shall not sell, assign, transfer or deliver to Purchaser any rights and interests of Seller as owner of the Property arising and accruing prior ‎condition to the Closing, in and to the following: casualty and condemnation proceeds, other insurance proceeds, Security Deposits (as hereinafter defined) which have been applied in accordance with the terms creation by such Obligor of this Agreement and the applicable Lease, utility deposits and rental arrearages attributable to periods prior to the Closing; 1.2.2. Except as expressly set forth in this Agreement, any cause of action or claim by Seller against a Tenant to the extent provided in Sections 3.2.4 and 3.2.5 and counterclaims, offsets and defenses against any third party that makes a claim against Seller or with respect to which Purchaser makes an indemnification claim against Seller; and 1.2.3. Purchaser hereby acknowledges and agrees that the terms “Intellectual Property” and “Intangible Property” do not include, and Purchaser is not acquiring any rights in and to, the marks “Sentinel” and “Sentinel Data Centers”, any trademarks incorporating or combining such terms or designs (collectively, the “Sentinel Marks”), and following the Closing, Purchaser shall not have Lien on any right, title or interest in such permit, ‎license or tocontractual obligation (other than customer contracts, master services agreements or right work orders and Accounts which shall constitute part of the Collateral regardless) or (ii) to usethe extent that Applicable Law prohibits the creation of a Lien thereon, and Purchaser covenants that it will not hereafter adoptbut only, use, or register, or authorize others with ‎respect to adopt, use or register, any trademarks the prohibition in (i) consisting and (ii), to the extent, and for as long as, such prohibition is not ‎terminated or rendered unenforceable or otherwise deemed ineffective by the UCC or any other ‎Applicable Law and any such consent has not been obtained, provided, that the foregoing shall cease to be treated as “Excluded Property” (and shall constitute Collateral) immediately at such time as the contractual or legal prohibition shall no longer be applicable and to the extent severable, Agent’s Lien shall attach immediately to any portion of such permit, license or incorporating contract not subject to the Sentinel Marks, prohibitions specified in clauses (i) or (ii) consisting above, (b) any Property owned by any ‎Obligor that is subject to a Purchase Money Lien or a Capital Lease permitted under this Agreement ‎to the extent a security interest therein would violate such Permitted Purchase Money Debt or Capital Lease or create a right of termination in favor of the ‎other party thereto (other than another Obligor or incorporating Subsidiary) after giving effect to the word applicable anti-assignment ‎provisions of the UCC or other Applicable Law, (c) any other assets the ‎pledge of which or grant of a security interest in which is prohibited by Applicable Law (to the extent effective after giving effect to the anti-assignment ‎provisions of the UCC and other Applicable Law), provided, that the foregoing shall cease to be treated as “SentinelExcluded Property” (and shall constitute Collateral) ​ ​ immediately at such time as the legal prohibition shall no longer be applicable and to the extent severable, Agent’s Lien shall attach immediately to any portion of Property not subject to the prohibitions, and (d) Excluded Accounts (other than of a type described in clause (a)(vi) of the definition thereof); provided, that, notwithstanding the foregoing in each case, “Excluded Property” shall not include any proceeds, products, substitutions or replacements of Excluded Property, including monies due or to become due to an Obligor (unless such proceeds, products, substitutions or replacements would otherwise constitute Excluded Property). Excluded Subsidiary: any of (a) the Excluded Guarantors, (b) any Subsidiary organized under the laws of a state other than the U.S., the U.K., the Grand Dutchy of Luxembourg or the phrase “Sentinel Data Centers” Cayman Islands, and (c) with respect to Subsidiaries organized under the laws of the U.S., the U.K., the Grand Dutchy of Luxembourg or the Cayman Islands, Subsidiaries (other than Excluded Guarantors) that, as of the last day of the Fiscal Quarter of Helix most recently ended, had both revenues and assets that constitute less than 5.0% of the consolidated revenues and assets of Helix and its Subsidiaries in such jurisdiction (determined on a business which is similar to the business of Seller, or (iii) confusingly similar to the Sentinel Marksjurisdiction by jurisdiction basis).

Excluded Property. 1.2.1. Except as otherwise set forth in this Agreement, (a) any ‎permit or license or any agreement executed at contractual obligation entered into by any Obligor (i) that prohibits or ‎requires the Closing in connection with this Agreement (each such agreement, consent of any Person other than the Obligors or Subsidiaries which has not been obtained as a “Closing Document” and collectively, the “Closing Documents”), Seller shall not sell, assign, transfer or deliver to Purchaser any rights and interests of Seller as owner of the Property arising and accruing prior ‎condition to the Closing, in and to the following: casualty and condemnation proceeds, other insurance proceeds, Security Deposits (as hereinafter defined) which have been applied in accordance with the terms creation by such Obligor of this Agreement and the applicable Lease, utility deposits and rental arrearages attributable to periods prior to the Closing; 1.2.2. Except as expressly set forth in this Agreement, any cause of action or claim by Seller against a Tenant to the extent provided in Sections 3.2.4 and 3.2.5 and counterclaims, offsets and defenses against any third party that makes a claim against Seller or with respect to which Purchaser makes an indemnification claim against Seller; and 1.2.3. Purchaser hereby acknowledges and agrees that the terms “Intellectual Property” and “Intangible Property” do not include, and Purchaser is not acquiring any rights in and to, the marks “Sentinel” and “Sentinel Data Centers”, any trademarks incorporating or combining such terms or designs (collectively, the “Sentinel Marks”), and following the Closing, Purchaser shall not have Lien on any right, title or interest in such permit, ‎license or tocontractual obligation (other than customer contracts, master services agreements or right work orders and Accounts which shall constitute part of the Collateral regardless) or (ii) to usethe extent that Applicable Law prohibits the creation of a Lien thereon, and Purchaser covenants that it will not hereafter adoptbut only, use, or register, or authorize others with ‎respect to adopt, use or register, any trademarks the prohibition in (i) consisting and (ii), to the extent, and for as long as, such prohibition is not ‎terminated or rendered unenforceable or otherwise deemed ineffective by the UCC or any other ‎Applicable Law and any such consent has not been obtained, provided, that the foregoing shall cease to be treated as “Excluded Property” (and shall constitute Collateral) immediately at such time as the contractual or legal prohibition shall no longer be applicable and to the extent severable, Agent’s Lien shall attach immediately to any portion of such permit, license or incorporating contract not subject to the Sentinel Marks, prohibitions specified in clauses (i) or (ii) consisting above, (b) any Property owned by any ‎Obligor that is subject to a Purchase Money Lien or a Capital Lease permitted under this Agreement ‎to the extent a security interest therein would violate such Permitted Purchase Money Debt or Capital Lease or create a right of termination in favor of the ‎other party thereto (other than another Obligor or incorporating Subsidiary) after giving effect to the word applicable anti-assignment ‎provisions of the UCC or other Applicable Law, (c) any other assets the ‎pledge of which or grant of a security interest in which is prohibited by Applicable Law (to the extent effective after giving ​ effect to the anti-assignment ‎provisions of the UCC and other Applicable Law), provided, that the foregoing shall cease to be treated as “SentinelExcluded Property” (and shall constitute Collateral) immediately at such time as the legal prohibition shall no longer be applicable and to the extent severable, Agent’s Lien shall attach immediately to any portion of Property not subject to the prohibitions, and (d) Excluded Accounts (other than of a type described in clause (a)(vi) of the definition thereof); provided, that, notwithstanding the foregoing in each case, “Excluded Property” shall not include any proceeds, products, substitutions or replacements of Excluded Property, including monies due or to become due to an Obligor (unless such proceeds, products, substitutions or replacements would otherwise constitute Excluded Property). Excluded Subsidiary: any of (a) the Excluded Guarantors, (b) any Subsidiary organized under the laws of a state other than the U.S., the U.K., the Grand Dutchy of Luxembourg or the phrase “Sentinel Data Centers” Cayman Islands, and (c) with respect to Subsidiaries organized under the laws of the U.S., the U.K., the Grand Dutchy of Luxembourg or the Cayman Islands, Subsidiaries (other than Excluded Guarantors) that, as of the last day of the Fiscal Quarter of Helix most recently ended, had both revenues and assets that constitute less than 5.0% of the consolidated revenues and assets of Helix and its Subsidiaries in such jurisdiction (determined on a business which is similar to the business of Seller, or (iii) confusingly similar to the Sentinel Marksjurisdiction by jurisdiction basis).

Excluded Property. 1.2.1For the avoidance of doubt, the Property shall not include the following (collectively, the “Excluded Property”): (a) The furniture, furnishings, appliances, equipment, machinery, and other items of tangible personal property now owned or hereafter acquired by Seller and located at the Property (the “Personal Property”). Except Seller and Purchaser acknowledge and agree that (i) Seller shall be entitled to leave such items of Personal Property listed and described on Schedule 1.2(a) attached hereto at the Property following the Closing, and (ii) Seller shall remove or cause to be removed from the Property at or prior to Closing those items of Personal Property not listed on Schedule 1.2(a); provided, however, Seller shall be entitled, in its sole and absolute discretion, to remove or cause to be removed from the Property at or prior to Closing those items of Personal Property listed on Schedule 1.2(a). Personal Property not removed by the Seller at or prior to Closing shall be treated as “abandoned”; (b) any ownership of or right to use the following: any trademarks, logos, trade colors, service marks and trade names used by Seller in connection with the business operated at the Property, including, without limitation, the name “Bridgford” and its associated logo and any derivations thereof (collectively, the “Excluded Marks”) and any advertising, promotional and similar materials, websites and internet domains which contain the Excluded Marks, it being understood that Seller may, in its sole and exclusive discretion, remove the Excluded Marks from the Property, or otherwise set forth mask the Excluded Marks prior to Closing, failing which, Purchaser shall have no obligation to remove or otherwise mask the Excluded Marks; (c) that certain water tower located on the roof of the Improvements and containing certain Excluded Marks, it being understood that Seller may, in its sole and exclusive discretion, remove such water tower (or portions thereof) from the Property prior to Closing; (d) Any books, records, files or data of Seller that do not relate to the Property, including (i) Seller’s company books and records and historical financial statements and tax records; (ii) all (a) corporate minute books and stock registers of Seller, (b) internal memoranda, correspondence, analyses, documents or reports prepared by or for Seller or any of its affiliates in connection with the sale of the Property, and (c) communications between Seller or any of its affiliates and their respective attorneys; and (iii) any leases or Service Contracts, including all information relating thereto, that were terminated prior to Closing (collectively, the “Excluded Documents”); (e) Any of Seller’s rights under this Agreement, or any agreement other agreements, instruments or documents executed at the Closing by or delivered to Seller in connection with this Agreement and the transaction contemplated by this Agreement; (each such agreement, a “Closing Document” and collectively, the “Closing Documents”), Seller shall not sell, assign, transfer or deliver to Purchaser any f) The rights and interests of Seller as owner to any refund of unearned insurance premiums paid in respect to the Property arising and accruing prior to the Closing, in and to the following: casualty and condemnation proceeds, other insurance proceeds, Security Deposits (as hereinafter defined) which have been applied in accordance with the terms of this Agreement and the applicable Lease, utility deposits and rental arrearages attributable that relate to periods prior to the Closing Date, which right shall survive Closing; 1.2.2. Except as expressly set forth in this Agreement, any cause of action or claim by Seller against a Tenant (g) Any Service Contracts to the extent provided in Sections 3.2.4 and 3.2.5 and counterclaims, offsets and defenses against any third party that makes a claim against Seller or with respect to which not assumed by Purchaser makes an indemnification claim against Sellerat Closing; and 1.2.3. Purchaser hereby acknowledges and agrees that (h) Any confidential, proprietary or privileged materials regarding the terms “Intellectual Property” and “Intangible Property” do not include, and Purchaser is not acquiring or any rights in and forward-looking budgets, reports or memoranda prepared solely for the internal use or for the information of the investors in, or parties related to, the marks “Sentinel” and “Sentinel Data Centers”, any trademarks incorporating or combining such terms or designs (collectively, the “Sentinel Marks”), and following the Closing, Purchaser shall not have any right, title or interest in or to, or right to use, and Purchaser covenants that it will not hereafter adopt, use, or register, or authorize others to adopt, use or register, any trademarks (i) consisting of or incorporating the Sentinel Marks, (ii) consisting of or incorporating the word “Sentinel” or the phrase “Sentinel Data Centers” in a business which is similar to the business of Seller, or (iii) confusingly similar to the Sentinel Marks.

Excluded Property. 1.2.1. Except as otherwise set forth in this Agreement, (a) any ‎permit or license or any agreement executed at contractual obligation entered into by any Obligor (i) that prohibits or ‎requires the Closing in connection with this Agreement (each such agreement, consent of any Person other than the Obligors or Subsidiaries which has not been obtained as a “Closing Document” and collectively, the “Closing Documents”), Seller shall not sell, assign, transfer or deliver to Purchaser any rights and interests of Seller as owner of the Property arising and accruing prior ‎condition to the Closing, in and to the following: casualty and condemnation proceeds, other insurance proceeds, Security Deposits (as hereinafter defined) which have been applied in accordance with the terms creation by such Obligor of this Agreement and the applicable Lease, utility deposits and rental arrearages attributable to periods prior to the Closing; 1.2.2. Except as expressly set forth in this Agreement, any cause of action or claim by Seller against a Tenant to the extent provided in Sections 3.2.4 and 3.2.5 and counterclaims, offsets and defenses against any third party that makes a claim against Seller or with respect to which Purchaser makes an indemnification claim against Seller; and 1.2.3. Purchaser hereby acknowledges and agrees that the terms “Intellectual Property” and “Intangible Property” do not include, and Purchaser is not acquiring any rights in and to, the marks “Sentinel” and “Sentinel Data Centers”, any trademarks incorporating or combining such terms or designs (collectively, the “Sentinel Marks”), and following the Closing, Purchaser shall not have Lien on any right, title or interest in such permit, ‎license or tocontractual obligation (other than customer contracts, master services agreements or right work orders and Accounts which shall constitute part of the Collateral regardless) or (ii) to usethe extent that Applicable Law prohibits the creation of a Lien thereon, and Purchaser covenants that it will not hereafter adoptbut only, use, or register, or authorize others with ‎respect to adopt, use or register, any trademarks the prohibition in (i) consisting and (ii), to the extent, and for as long as, such prohibition is not ‎terminated or rendered unenforceable or otherwise deemed ineffective by the UCC or any other ‎Applicable Law and any such consent has not been obtained, provided, that the foregoing shall cease to be treated as “Excluded Property” (and shall constitute Collateral) immediately at such time as the contractual or legal prohibition shall no longer be applicable and to the extent severable, Agent’s Lien shall attach immediately to any portion of such permit, license or incorporating contract not subject to the Sentinel Marks, prohibitions specified in clauses (i) or (ii) consisting above, (b) any Property owned by any ‎Obligor that is subject to a Purchase Money Lien or a Capital Lease permitted under this Agreement ‎to the extent a security interest therein would violate such Permitted Purchase Money Debt or Capital Lease or create a right of termination in favor of the ‎other party thereto (other than another Obligor or incorporating Subsidiary) after giving effect to the word “Sentinel” applicable anti-assignment ‎provisions of the UCC or other Applicable Law, (c) any other assets the phrase “Sentinel Data Centers” ‎pledge of which or grant of a security interest in a business which is similar prohibited by Applicable Law (to the business of Seller, or (iii) confusingly similar extent effective after giving effect to the Sentinel Marksanti-assignment ‎provisions of the UCC and other Applicable Law), provided, that the foregoing shall cease to be treated as “Excluded Property” (and shall constitute Collateral) immediately at such time as the legal prohibition shall no longer be applicable and to the extent severable, Agent’s Lien shall attach immediately to any portion of Property not subject to the prohibitions, and (d) Excluded Accounts (other than of a type described in clause (a)(vi) of the definition thereof); provided, that, notwithstanding the foregoing in each case, “Excluded Property” shall not include any proceeds, products, substitutions or replacements of Excluded ​ ​ Property, including monies due or to become due to an Obligor (unless such proceeds, products, substitutions or replacements would otherwise constitute Excluded Property).