Designated Excluded Assets definition

Designated Excluded Assets means assets (including Capital Stock) with a fair market value (measured at the time of receipt) not in excess of $25,000,000 received as non-cash consideration in an asset sale or invested in accordance with Section 4.11(c) of the Base Indenture 2012, in each case which have been designated by the Borrower as Designated Excluded Assets, which will constitute Excluded Property and will not be required to be pledged as Collateral.
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Designated Excluded Assets means the assets set forth on Exhibit E. “Designated Positions” means any Utility Division Manager II, Program & Policy Director and General Manager.
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Designated Excluded Assets means assets (including Capital Stock) with a fair market value (measured at the time of receipt) not in excess of $25.0 million received as non-cash consideration in an Asset Sale or invested in pursuant to Section 4.11(c), in each case which have been designated by the Company as Designated Excluded Assets, which will constitute Excluded Property and will not be required to be pledged as Collateral.
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Examples of Designated Excluded Assets in a sentence

  • At least ten (10) Business Days before the Closing, Seller shall prepare and deliver to Buyer a statement, prepared in accordance with the Accounting Principles (the “Estimated Purchase Price Statement”), setting forth Seller’s good faith estimates of the Estimated Accrued Leave Liability, the Estimated Net Book Value of Designated Excluded Assets and the calculation of the Estimated Purchase Price, as determined in accordance with Section 2.05 (the “Estimated Purchase Price”).

  • Not later than 30 days following the Closing, Seller will transfer all Books and Records stored at Designated Excluded Assets to other locations, as designated by Buyer, that are included in the Purchased Assets.

  • The Acquired Assets shall include the assets described on Schedule 2.1. Buyer shall have the right to designate any of the Acquired Assets as excluded prior to Closing (the “Designated Excluded Assets”) and not to acquire Designated Excluded Assets at Closing.

  • Within sixty (60) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the “Closing Statement”) setting forth a calculation of (i) the Accrued Leave Liability, (ii) the Transferred Cash, (iii) the Net Book Value of Designated Excluded Assets and (iv) the Closing Prorations, and (v) a recalculation of the Purchase Price, if any, based on each of the foregoing.

  • Book Value of Designated Excluded Assets from the Net Book Value of Designated Excluded Assets and (C) adding the Closing Prorations if the aggregate amount of the prorations is for the benefit of Seller and subtracting the amount of Closing Prorations if the aggregate amount of the prorations is for the benefit of Buyer, and adding together the amounts calculated in each of the foregoing (A), (B) and (C) to reach a final net amount owing under this Section 2.08 (such net amount, the “Adjustment Amount”).

  • Not later than [●] days following the Closing, Seller will transfer all Books and Records stored at Designated Excluded Assets to other locations, as designated by Buyer, that are included in the Purchased Assets.

  • Within sixty (60) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the “Closing Statement”) setting forth a calculation of (i) the Accrued Leave Liability, (ii) the Transferred Cash, (iii) the Net Book Value of Designated Excluded Assets, (iv) the Net Book Value Adjustment and (v) the Closing Prorations, and (v) a recalculation of the Purchase Price, if any, based on each of the foregoing.

  • Within sixty (60) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the “Closing Statement”) setting forth a calculation of (i) the Accrued Leave Liability, (ii) the Upfront Payment, (iii) the Transferred Cash, (iv) the Net Book Value of Designated Excluded Assets and (v) the Closing Prorations, and (v) a recalculation of the Purchase Price, if any, based on each of the foregoing.


More Definitions of Designated Excluded Assets

Designated Excluded Assets shall have the meaning set forth in Section 2.1.
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Designated Excluded Assets means the assets set forth on Exhibit E.
Sample 1
Designated Excluded Assets means the assets set forth on Exhibit [●].5 "Designated Positions" means any Utility Division Manager II, Program & Policy
Sample 1
Designated Excluded Assets means assets (including Capital Stock) with a Fair Market Value (measured at the time of receipt) not in excess of
Sample 1

Related to Designated Excluded Assets

  • Excluded Assets has the meaning set forth in Section 2.02.

  • 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.

  • 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.

  • Contractor-acquired property means property acquired, fabricated, or otherwise provided by the Contractor for performing a contract, and to which the Government has title.

  • Excluded Properties the collective reference to the fee or leasehold interest in real properties owned by the Parent Borrower or any of its Subsidiaries not described in Schedule 5.8.

  • Excluded Property shall have the meaning set forth in the Security Agreement.

  • Excluded Day shall have the meaning set forth in Section 2.3.1(b).

  • Excluded Equipment means (i) defibrillators, enhanced emergency medical kits and other medical equipment, (ii) airphones and other components or systems installed on or affixed to the Airframe that are used to provide individual telecommunications or electronic entertainment to passengers aboard the Aircraft, (iii) galley carts, beverage carts, waste containers, liquor kits, food tray carriers, ice containers, oven inserts, galley inserts, and other branded passenger convenience or service items, (iv) any items, equipment or systems leased by Company or any Permitted Lessee (other than items, equipment, or systems that are leased from Company pursuant to the applicable Lease) or owned by Company or any Permitted Lessee subject to a conditional sales agreement or a security interest (other than the security interest granted under the Indenture), and (v) cargo containers.

  • Excluded Deposits means (w) those deposit liabilities that are or would be considered “brokered deposits” for purposes of the rules and regulations of the FDIC, any of which, as of the date hereof, are listed on Exhibit 1.1(e)(i), (x) Escheat Deposits, (y) those deposit liabilities (i) related to a financial advisory relationship with Seller’s Xxxxxxx Xxxxx Wealth Management or US Trust divisions, (ii) related to a client managed relationship in Seller’s Business Banking, Middle Market, or Large Corporate divisions or any other non-retail division, (iii) linked to affinity relationships or programs set forth on Exhibit 1.1(e)(iii) (and such Exhibit 1.1(e)(iii) shall be updated by Seller as of 5:00 p.m., Eastern time, on the date that is five (5) Business Days prior to the Closing Date (and delivered to Purchaser on or before the date that is three (3) Business Days prior to the Closing Date), or (iv) that constitute security for loans that are not to be transferred to Purchaser under the terms of this Agreement, and (z) those deposit liabilities that have been opened by an employee (other than a Transferred Employee) or former employee of Bank of America Corporation.

  • 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.

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

  • Excluded Amount means, as of any date of determination, with respect to any Asset: (a) any amount that is attributable to the reimbursement of payment by the applicable Borrower of any tax, fee or other charge imposed by any Governmental Authority on such Asset, (b) any interest or fees (including origination, agency, structuring, management or other up-front fees) that are for the account of the applicable Person from whom the applicable Borrower purchased such Asset, (c) any reimbursement of insurance premiums relating to such Asset, (d) any escrows relating to taxes, insurance and other amounts in connection with such Asset which are held in an escrow account for the benefit of the applicable Borrower pursuant to escrow arrangements under the Investment Documents and (e) any amount deposited into the Asset Account in error.

  • Transferred Real Property means (a) the Transferred Owned Real Property and (b) the premises that is subject to the Transferred Real Property Leases.

  • 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)).

  • Eligible Property means property beneficially owned by a person or entity other than the Fund and held in a bank account maintained by BNYM for or on behalf of the Fund, or property held in a Fund shareholder account, which is (x) subject to reporting or escheat under an Unclaimed Property Law, (y) of a nature or type or classification reasonably related to the services performed by BNYM under this Agreement (such as cash amounts representing non-negotiated dividend checks and shares in abandoned shareholder accounts), and (z) under the control of BNYM.

  • Excluded Personal Property means the following:

  • Permitted Exception means (a) liens for Taxes and other governmental charges and assessments which are not yet due and payable, (b) liens of landlords and liens of carriers, warehousemen, mechanics and materialmen and other like liens arising in the ordinary course of business for sums not yet due and payable, (c) other liens or imperfections on property which are not material in amount or do not materially detract from the value or the existing use of the property affected by such lien or imperfection, (d) such statements of fact and exceptions shown on any title insurance policies delivered to Global.

  • Net Tangible Assets means the total of all assets (including revaluations thereof as a result of commercial appraisals, price level restatement or otherwise) appearing on the Company’s balance sheet, net of applicable reserves and deductions, but excluding goodwill, trade names, trademarks, patents, unamortized debt discount and all other like intangible assets (which term shall not be construed to include such revaluations), less the aggregate of the Company’s current liabilities appearing on such balance sheet. For purposes of this definition, the Company's balance sheet does not include assets and liabilities of its subsidiaries.

  • Unimproved Real Property means Property in which the Company has an equity interest that was not acquired for the purpose of producing rental or other operating income, that has no development or construction in process and for which no development or construction is planned, in good faith, to commence within one (1) year.

  • Permitted Exceptions shall have the meaning set forth in Section 4.3.

  • Eligible Real Property means the real property listed on Schedule 1.01(a) owned by a Loan Party (i) that is located in the United States of America and is acceptable to the Agent in its Permitted Discretion for inclusion in the Borrowing Base, (ii) in respect of which an appraisal report has been delivered to the Agent in form, scope and substance satisfactory to the Agent in its Permitted Discretion, (iii) in respect of which the Agent is satisfied that all actions necessary or desirable in order to create perfected first priority Lien on such real property have been taken, including the presentation or delivery of the Mortgage to a title insurance company for recording, provided that the title insurance company has issued its title insurance policy to the Agent pursuant to clause (v) below in a New York style closing, (iv) in respect of which a Phase I environmental review report has been completed and delivered to the Agent in form and substance satisfactory to the Agent in its Permitted Discretion and which does not indicate any pending, threatened or existing Environmental Liability, or non compliance with any Environmental Law (except to the extent that Reserves for any such Environmental Liability deemed adequate by the Agent in its Permitted Discretion exist), (v) which is adequately protected by fully-paid valid title insurance with endorsements and in amounts acceptable to the Agent, insuring that the Agent, for the benefit of the Lenders, has a perfected first priority Lien on such real property, evidence of which shall have been provided in form and substance satisfactory to the Agent in its Permitted Discretion, and (vi) if required by the Agent: (A) an ALTA survey reasonably acceptable to the Agent and the title insurance company has been delivered for which all necessary fees have been paid and which is dated no more than 90 days prior to the date on which the applicable Mortgage is executed and delivered to a title insurance company for recording, certified to Agent and the issuer of the title insurance policy in a manner satisfactory to the Agent in its Permitted Discretion by a land surveyor duly registered and licensed in the state in which such Eligible Real Property is located and acceptable to the Agent in its Permitted Discretion; (B) in respect of which local counsel in states in which the Eligible Real Property is located have delivered a letter of opinion with respect to the enforceability and perfection of the Mortgages and any related fixture filings in form and substance satisfactory to the Agent in its Permitted Discretion; and (C) in respect of which such Loan Party shall have used its reasonable best efforts to obtain estoppel certificates executed by all tenants of such Eligible Real Property and such other consents, agreements and confirmations of lessors and third parties have been delivered as the Agent may deem necessary or desirable in its Permitted Discretion, together with evidence that all other actions that the Agent may deem necessary or desirable in order to create perfected first priority Liens on the property described in the Mortgages have been taken.

  • Excluded Inventory means any of the following inventory of goods, merchandise, or other inventory of Seller located at the Leased Premises: (a) all items in the Fresh Departments;

  • Field emission equipment means equipment which uses an x-ray tube in which electron emission from the cathode is due solely to the action of an electric field.

  • Excluded Transfer means any transfer of VMTP Shares (1) to a tender option bond trust in which the Purchaser and/or its Affiliates collectively own all of the residual interests, (2) in connection with a distribution in-kind to the holders of securities of or receipts representing an ownership interest in any tender option bond trust in which the Purchaser and/or its Affiliates collectively own all of the residual interests, (3) in connection with a repurchase financing transaction or (4) relating to a collateral pledge arrangement.

  • Additional Assets means (1) any property or other assets used or useful in a Similar Business, (2) the Capital Stock of a Person that becomes a Restricted Subsidiary of the Issuer as a result of the acquisition of such Capital Stock by the Issuer or another Restricted Subsidiary or (3) Capital Stock constituting a minority interest in any Person that at such time is a Restricted Subsidiary of the Issuer; provided, however, that any Restricted Subsidiary described in clause (2) or (3) above is engaged in a Similar Business.