LMI 1174 Sample Clauses

LMI 1174. Vascular Remodeling Imaging Agent and (iii) Quadramet, Matrix Metalloproteinase inhibitors (the “Subject IP”), solely to the extent that, and for so long as, the Subject IP (x) is or becomes subject to an exclusive license which prohibits the granting of a Lien thereon (other than in favor of the exclusive licensee) and (y) is not subject to any other Lien (other than in favor of the exclusive licensee or nonconsensual Liens arising by operation of law) and (k) the Sale Leaseback Property. “Excluded Indebtedness”: all Indebtedness permitted by Section 8.2. “Excluded Subsidiary”: (i) any Unrestricted Subsidiaries, (ii) Immaterial Subsidiaries, (iii) any subsidiary to the extent that the burden or cost (including any potential tax liability) of obtaining a guarantee outweighs the benefit afforded thereby as reasonably determined by the Borrower and the Administrative Agent, (iv) any Disregarded Domestic Persons, (v) any Foreign Subsidiary that is a CFC, (vi) any Domestic Subsidiary that is a direct or indirect subsidiary of a Foreign Subsidiary that is a CFC and (vii) any not-for-profit subsidiary or captive insurance subsidiary. “Excluded Taxes”: any of the following Taxes imposed on or with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of any Loan Party under any Loan Document or required to be withheld or deducted from a payment to the Administrative Agent, any Lender or any other recipient, (a) Taxes imposed on or measured by such recipient’s net income or net profits (however denominated), franchise Taxes imposed on such recipient in lieu of net income Taxes and branch profits (or similar) Taxes imposed on such recipient, in each case, by any jurisdiction (i) as a result of such recipient being organized or having its principal office or, in the case of any Lender, its applicable lending office in such jurisdiction, or (ii) that are Other Connection Taxes, (b) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower under Section 4.13), any U.S. federal withholding Tax that is imposed on amounts payable to such Foreign Lender under any laws in effect at the time such Foreign Lender becomes a party hereto (or designates a new lending office), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, immediately prior to the time of designation of a new lending office (or assignment), to receive additional ...
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