Limited Exclusions Sample Clauses

Limited Exclusions. Notwithstanding Section 2.1 or the definition of “Collateral” to the contrary, the lien and security interest granted hereunder shall not extend to, and the term “Collateral” shall not include any Excluded Property.

Limited Exclusions. Notwithstanding Section 2.1 or the definitions of “Collateral” or the “Other Collateral” to the contrary, the Issuer does not grant a security interest pursuant to this Security Agreement or any other Security Instrument in any Excluded Property of the Issuer (and Excluded Property of the Issuer shall not be Collateral or Other Collateral for any purpose hereunder).

Limited Exclusions. Notwithstanding Section 2.1 or the definitions of “Collateral” or the “Other Collateral” to the contrary, no Debtor grants a security interest pursuant to this Security Agreement or any other Security Instrument in any Excluded Property of Debtor (and Excluded Property of any Debtor shall not be Collateral or Other Collateral for any purpose hereunder).

Limited Exclusions. Notwithstanding anything to the contrary in Section 2.3(b)(i), the Parties agree that an Apollo Entity shall be permitted an exception to solicit and negotiate with certain prospective Apollo-Restricted Customers that have been approved by Saturn in writing in advance (each such approved customer, a “Limited Excluded Apollo-Restricted Customer”) solely with respect to sale and distribution of the following Designated Products: [*****] as described in Schedule 1.1(b) for die sale opportunities to the extent relating to [*****], respectively, (the “Limited Exclusion Product”), provided, that, each such die sale opportunity, the applicable Apollo Entity has provided Saturn with a notification regarding that Apollo Entity’s intention to pursue such die sale(each such opportunity, a “Limited Exclusion Transaction”) and subject to the following terms and conditions: (1) Prior to commencement of any negotiation with respect to any Limited Exclusion Transaction, the applicable Apollo Entity shall submit a notification to Saturn in writing regarding the opportunity that includes the identity of the proposed Limited Excluded Apollo-Restricted Customer. (2) Upon execution of the Limited Exclusion Transaction documentation, the applicable Apollo Entity shall provide Saturn with a copy of the Apollo Entities’ Contract with respect to such Limited Exclusion Transaction. (3) During the Restricted Period, the Apollo Entities shall use commercially reasonable efforts to collect and retain all revenues resulting from sale of Limited Exclusion Product and promptly distribute Limited Exclusion Transaction Net Revenues to Saturn, subject to applicable withholding taxes. The Apollo Entities shall cooperate with Saturn to structure payment of Limited Exclusion Transaction Net Revenues to Saturn in the most Tax efficient manner. (4) During the Restricted Period, the Apollo Entities shall provide Saturn with a report, within fifteen (15) days following the end of each calendar quarter, that describes in reasonable detail the calculation of the Limited Exclusion Transaction Net Revenues and shall promptly provide any such additional support documentations relating thereto upon Saturn’s reasonable request. During the Restricted Period, the Apollo Entities shall pay the Limited Exclusion Transaction Net Revenues, in any calendar quarter, no later than sixty (60) days from the end of such calendar quarter. (5) Saturn shall have the right, subject to Applicable Laws and this Section 2....

Limited Exclusions. Notwithstanding anything herein to the contrary, in no event shall the security interest granted in Section 2.01 attach to any lease, license, contract, property rights or agreement to which a Debtor is a party or any of its rights or interests thereunder if and for so long as the grant of such security interest would constitute or result in the abandonment, termination pursuant to the terms of, or a breach or default under, any such lease, license, contract, property rights or agreement (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 of any relevant jurisdiction or any other applicable Law (including any Debtor Relief Law) or principles of equity); provided, however, that such security interest shall attach immediately at such time as the condition causing such abandonment, invalidation or unenforceability shall be remedied and to the extent severable, shall attach immediately to any portion of such lease, license, contract, property rights or agreement that does not result in any of the consequences specified above. So long as any property of a Debtor is excluded from the security interest granted in Section 2.01 pursuant to the immediately preceding sentence, such property shall be excluded from the term "Collateral" for all purposes hereunder. If the grant of a security interest in any lease, license, contract, property right or agreement existing on the date of this Agreement to which a Debtor is a party, or in any of its rights or interests thereunder, would constitute or result in the abandonment, termination pursuant to the terms of, or a breach or default under, any such lease, license, contract, property right or agreement (other than to the extent that any such term is rendered ineffective pursuant to Sections 9.406, 9.407, 9.408 or 9.409 of the UCC of any relevant jurisdiction or any other applicable Law (including any Debtor Relief Law) or principles of equity), such Debtor shall use commercially reasonable efforts to remove such term from such lease, license, contract, property right or agreement at the time of the next amendment to, extension of or restatement of such lease, license, contract, property right or agreement. With respect to each lease, license, contract, property right or agreement entered into by a Debtor after the date of this Agreement, each Debtor shall use commercially reasonable efforts to assure that such Debtor can grant to Administr...

Limited Exclusions. Notwithstanding anything herein to the contrary, in no event shall the security interest granted in Section 2.01 attach to, or the representations and warranties contained herein apply to, any Excluded Property. So long as any Property of a Debtor is excluded from the security interest granted in Section 2.01 pursuant to the immediately preceding sentence, such Property shall be excluded from the term “Collateral” and each defined term used therein for all purposes hereunder.

Limited Exclusions. Notwithstanding anything to the contrary in Section 2.3(b)(i), the Parties agree that Aura Entities shall be permitted an exception as described in Schedule 1.1(e) (“Limited Excluded Aura-Restricted Transaction”).

Limited Exclusions. Notwithstanding anything to the contrary in Section 2.3(a)(i), the Parties agree that onsemi shall be permitted an exception as described in Schedule 1.1(e) (“Limited Excluded onsemi-Restricted Transaction”).