Comcast Excluded Assets definition

Comcast Excluded Assets means the Comcast Native Excluded Assets and/or the Comcast/Adelphia Excluded Assets, as the context requires.
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Comcast Excluded Assets and "Adelphia Excluded Assets" mean all: (i) cable programming services agreements (including cable guide contracts but excluding system specific programming agreements listed on Schedule 2.01(b)(v)(A) with respect to the Comcast Entities or on Schedule 2.01(b)(v)(B) with respect to the Adelphia Entities) and any payments received or to be received with respect thereto, and retransmission consent agreements (other than those listed on Schedule 2.01(c)(i) with respect to the Comcast Entities or on Schedule 2.01(c)(ii) with respect to the Adelphia Entities); (ii) vehicle leases and capital leases of Tangible Personal Property (it being understood and agreed that the vehicles and Tangible Personal Property covered by such leases will be transferred to Transferee (or owned by a Comcast LLC) at Closing free and clear of any obligations or Liens under such leases in accordance with Section 6.03 hereof); (iii) all employee benefit plans of any nature and their assets, except as expressly provided to the contrary in Section 3.01; (iv) insurance policies, other than the matters described in Section 2.01(b)(viii); (v) bonds, letters of credit, surety instruments and other similar items and any stocks, bonds, certificates of deposit and similar investments; (vi) cash and cash equivalents, other than (A) Insurance Proceeds and (B) xxxxx cash; (vii) patents, copyrights, trademarks, trade names, service marks, service names, logos and similar proprietary rights (subject to Section 3.02); (viii) contracts for Subscriber billing services and any equipment leased with respect to the provision of services under such contracts (subject to Section 6.05); (ix) all contracts relating to national advertising sales representation; (x) any master purchasing agreements which relate to both the Systems and other cable television systems of Transferor or its Affiliates; (xi) rights or obligations under any agreement governing or evidencing an obligation of Transferor (or a Comcast LLC) for borrowed money; (xii) Subscriber deposits and advance payments held by Transferor (or a Comcast LLC) as of the Cut-Off Time for which an adjustment is made in favor of Transferee pursuant to Section 2.04(b)(vi) or 2.05(b)(vi); (xiii) the account books of original entry, general ledgers, and financial records used in connection with the Systems, provided that Transferor will, at Transferee's request, provide copies of, or information contained in, such books, records and ledgers (other than informat...
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Comcast Excluded Assets means all:
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Examples of Comcast Excluded Assets in a sentence

  • Notwithstanding the foregoing, no adjustment will be made for any items of income or expense to the extent related to AT&T Excluded Assets, Comcast Excluded Assets, AT&T Excluded Liabilities or Comcast Excluded Liabilities.

  • With respect to any System, all monies which are on deposit with Third Parties as of the Closing Time for the account of a Transferor, or as security for such party's performance of its obligations (other than (i) any deposits which are AT&T or Comcast Excluded Assets and (ii) other deposits to the extent the benefit of which will not be available to a Transferee following the Closing), including deposits on real property leases and deposits for utilities.

  • All intangible assets, other than the Systems Franchises, the Systems Licenses and the Systems Contracts, including subscriber lists, claims (excluding any claims to the extent relating to the applicable AT&T Excluded Assets or Comcast Excluded Assets), and Intellectual Property.

Related to Comcast Excluded Assets

  • Excluded Assets has the meaning set forth in Section 2.2.

  • Included Assets has the meaning in Section 5.1(d)(ii)(A).

  • Excluded Asset means any asset of any Grantor excluded from the security interest hereunder by virtue of Section 2.2 hereof but only to the extent, and for so long as, so excluded thereunder.

  • Specified Assets the following property and assets of such Grantor:

  • Excluded Real Property means (a) any fee-owned real property with a purchase price (in the case of real property acquired after the Effective Date) or Fair Market Value (in the case of real property owned as of the Effective Date, with Fair Market Value determined as of the Effective Date) of less than $3,500,000 individually, (b) any real property that is subject to a Lien permitted by Sections 6.02(iv), (xix), (xxii), (xxiii), (xxviii) or (xxxi), (c) any real property with respect to which, in the reasonable judgment of the Term Administrative Agent (confirmed by notice to the Borrower) the cost (including as a result of adverse tax consequences) of providing a Mortgage shall be excessive in view of the benefits to be obtained by the Lenders, (d) any real property to the extent providing a mortgage on such real property would (i) be prohibited or limited by any applicable law, rule or regulation (but only so long as such prohibition or limitation is in effect), (ii) violate a contractual obligation to the owners of such real property (other than any such owners that are the Borrower or Affiliates of the Borrower) that is binding on or relating to such real property (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code) but only to the extent such contractual obligation was not incurred in anticipation of this provision or (iii) give any other party (other than the Borrower or a wholly-owned Restricted Subsidiary of the Borrower) to any contract, agreement, instrument or indenture governing such real property the right to terminate its obligations thereunder (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code or other applicable law) and (e) any Leasehold.

  • Excluded Business has the meaning set forth in Section ‎9.1.1.

  • Excluded Asset Disposition means an Asset Disposition permitted pursuant to Section 7.05 other than Asset Dispositions pursuant to Sections 7.05(vii), (xiii), and (xv).

  • Retained Asset Sale Proceeds means that portion of Net Proceeds of a Prepayment Event pursuant to clause (a) of such definition not required to be applied to prepay the Loans pursuant to Section 2.11(c) due to the Disposition/Debt Percentage being less than 100%.

  • Related Business Assets means assets (other than cash or Cash Equivalents) used or useful in a Similar Business; provided that any assets received by the Issuer or a Restricted Subsidiary in exchange for assets transferred by the Issuer or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

  • Retained Assets has the meaning set forth in Section 2.2.

  • Excluded Debt means (i) intercompany Indebtedness between or among the Borrower and any of its Subsidiaries, (ii) credit extensions under the Existing Credit Agreement and the Existing Securitization Facility, (iii) (x) credit extensions under any Indebtedness of any Subsidiary of the Borrower arising from cash pooling and related overdraft arrangements in the ordinary course of business and (y) credit extensions under any Indebtedness of any Subsidiary of the Borrower set forth on Schedule 1.01 (for the avoidance of doubt, excluding debt securities and syndicated credit facilities) and any refinancing, renewal, refunding, extension or replacement thereof (in each case, except to the extent constituting Indebtedness of the Borrower (other than a Guarantee by the Borrower) and excluding debt securities and syndicated credit facilities) in an aggregate principal amount not to exceed the refinanced, renewed, refunded, extended or replaced funded amount thereof plus accrued and unpaid interest or premiums thereon and fees and expenses incurred in connection therewith plus (without duplication) an amount equal to any commitment unutilized thereunder and (iv) other Indebtedness (other than debt securities and syndicated credit facilities) not included in clauses (i), (ii) and (iii) above in an outstanding aggregate principal amount not to exceed $150,000,000; provided, further, in no event shall any Indebtedness (other than credit extensions pursuant to immediately preceding clause (ii)) which gives effect (whether in whole or in part) to the refinancing, renewal, refunding, extension or replacement of the Borrower’s existing 6.625% Notes due 2016 constitute “Excluded Debt”.

  • Specified Asset Sale has the meaning specified in Section 2.05(b)(vi).

  • 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)).

  • Related Assets Any assets held by a Trust the return of which is linked to one or more Underlying Securities and which, if applicable, shall be described in the related Supplement or a schedule thereto.

  • Qualified Assets means any of the following assets: (i) interests, rights, options, warrants or convertible or exchangeable securities of the Partnership; (ii) Debt issued by the Partnership or any Subsidiary thereof in connection with the incurrence of Funding Debt; (iii) equity interests in Qualified REIT Subsidiaries and limited liability companies (or other entities disregarded from their sole owner for U.S. federal income tax purposes, including wholly owned grantor trusts) whose assets consist solely of Qualified Assets; (iv) up to a one percent (1%) equity interest in any partnership or limited liability company at least ninety-nine percent (99%) of the equity of which is owned, directly or indirectly, by the Partnership; (v) cash held for payment of administrative expenses or pending distribution to security holders of the General Partner or any wholly owned Subsidiary thereof or pending contribution to the Partnership; and (vi) other tangible and intangible assets that, taken as a whole, are de minimis in relation to the net assets of the Partnership and its Subsidiaries.

  • Sale Assets is defined in Section 5.2(a)(ii).

  • Excluded Liabilities has the meaning set forth in Section 2.4.

  • Excluded Entities has the meaning set forth in Section 2.2(b)(iv).

  • Designated Assets means any property or assets (including Capital Stock of any Subsidiary) of Holdings, the Restricted Parent, the Issuer and their respective Restricted Subsidiaries constituting a business, a line or unit of a business or used in operating a business substantially as an entirety.

  • Excluded Businesses means Business types which are excluded from application for an Inter-Community Business Licence and includes those Business types referred to in Schedule “A”.

  • Domestic business entity means a business entity organized under the laws of this state, including but not limited to a limited liability company as defined in section 489.102; a corporation organized pursuant to chapter 490; a nonprofit corporation organized under chapter 504; a partnership, limited partnership, limited liability partnership, or limited liability limited partnership as provided in chapter 486A or 488; or a cooperative association or other cooperative organized under this chapter or chapter 497, 498, 499, or 501.

  • Excluded Equity Interests means (a) any Equity Interests with respect to which, in the reasonable judgment of the Administrative Agent and the Borrower, the cost or other consequences of pledging such Equity Interests in favor of the Secured Parties under the Security Documents shall be excessive in view of the benefits to be obtained by the Secured Parties therefrom, (b) solely in the case of any pledge of Equity Interests of any Foreign Subsidiary or FSHCO (in each case, that is owned directly by the Borrower or a Guarantor) to secure the Obligations, any Equity Interest that is Voting Stock of such Foreign Subsidiary or FSHCO in excess of 65% of the Voting Stock of such Subsidiary, (c) any Equity Interests to the extent the pledge thereof would be prohibited by any Requirement of Law, (d) in the case of (i) any Equity Interests of any Subsidiary to the extent the pledge of such Equity Interests is prohibited by Contractual Requirements existing on the Closing Date or at the time such Subsidiary is acquired (provided that such Contractual Requirements have not been entered into in contemplation of such Subsidiary being acquired), or (ii) any Equity Interests of any Subsidiary that is not a Wholly owned Subsidiary at the time such Subsidiary becomes a Subsidiary, any Equity Interests of each such Subsidiary described in clause (i) or (ii) to the extent (A) that a pledge thereof to secure the Obligations is prohibited by any applicable Contractual Requirement (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code or other applicable Requirements of Law), (B) any Contractual Requirement prohibits such a pledge without the consent of any other party; provided that this clause (B) shall not apply if (1) such other party is a Credit Party or a Wholly owned Subsidiary or (2) consent has been obtained to consummate such pledge (it being understood that the foregoing shall not be deemed to obligate the Borrower or any Subsidiary to obtain any such consent)) and only for so long as such Contractual Requirement or replacement or renewal thereof is in effect, or (C) a pledge thereof to secure the Obligations would give any other party (other than a Credit Party or a Wholly owned Subsidiary) to any Contractual Requirement governing such Equity Interests the right to terminate its obligations thereunder (other than customary non-assignment provisions that are ineffective under the Uniform Commercial Code or other applicable Requirement of Law), (e) the Equity Interests of any Immaterial Subsidiary (unless a security interest in the Equity Interests of such Subsidiary may be perfected by filing an “all assets” UCC financing statement) and any Unrestricted Subsidiary, (f) the Equity Interests of any Subsidiary of a Foreign Subsidiary or FSHCO, (g) any Equity Interests of any Subsidiary to the extent that the pledge of such Equity Interests would result in material adverse tax consequences to the Borrower or any Subsidiary as reasonably determined by the Borrower, (h) any Equity Interests set forth on Schedule 1.1(b) which have been identified on or prior to the Closing Date in writing to the Administrative Agent by an Authorized Officer of the Borrower and agreed to by the Administrative Agent and (i) Margin Stock.

  • Excluded Liability means any liability that is excluded under the Bail-In Legislation from the scope of any Bail-In Action including, without limitation, any liability excluded pursuant to Article 44 of the Bank Recovery and Resolution Directive.

  • Excluded IP has the meaning assigned to such term in the U.S. Security Agreement.

  • Excluded Contracts has the meaning set forth in Section 2.02(a).