Excluded Asset definition

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 Asset has the meaning assigned to such term in the Security Agreement.

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

Examples of Excluded Asset in a sentence

• Notwithstanding any other provision of this Agreement or any other Transaction Document to the contrary, until two Business Days prior to the Closing, Buyer will have the right, in its sole and absolute discretion, to provide written notice to Seller of Buyer’s election to designate any Asset (or portion thereof) (other than any 365 Contract, which is addressed in Section 2.05) as an Excluded Asset, and upon such designation such Asset will constitute an Excluded Asset for all purpose of this Agreement.

• The Purchasers shall, or shall cause their applicable Subsidiary (including the Purchased Entities) to, promptly pay or deliver to Seller (or its designated Subsidiaries) any monies or checks that have been sent to a Purchaser or any of its Subsidiaries (including the Purchased Entities) after the Closing by customers, suppliers or other contracting parties of the Retained Business to the extent that they constitute an Excluded Asset.

• If Buyer exercises its rights in this Section 2.06 to designate any such Asset (or portion thereof) as an Excluded Asset, then the Parties acknowledge and agree that there will be no increase or reduction in (and such designation shall not otherwise affect) the Purchase Price as a result of such designation or change in designation, nor will there be any delay of the Closing.

• For the avoidance of doubt, proceeds attributable to the sale of such Hydrocarbons, helium, and other products shall be retained by Seller as an Excluded Asset for all purposes hereunder, whether such sales are made before or after the Closing, whether such sales are commingled with Buyer’s Hydrocarbons, helium, and other substances, and whether or not Buyer or Seller manages such sales.

More Definitions of Excluded Asset

Excluded Asset shall have the meaning assigned thereto in Section 14.28.

Excluded Asset means (a) the Excluded Capital Stock (including any Shy Restricted Capital Stock); (b) any Shy Restricted Indebtedness; (c) any Shy Restricted Property Asset and any other real property (other than Material Real Estate Assets); (d) any ABL Collateral, but only if, to the extent and for so long as the ABL Representative (for the benefit of the ABL Secured Parties) shall have a legal, valid and perfected security interest in such ABL Collateral in accordance with applicable law; (e) any lease, license, contract or agreement that relates to a Health-Care Insurance Receivable or a General Intangible and to which a Grantor is a party or any of its rights or interests thereunder if, to the extent and for so long as the grant of the Security Interest therein would constitute or result in the unenforceability of any right, title or interest of any Grantor in, or a breach or termination pursuant to the terms of, or a default under, any such lease, license, contract or agreement (other than to the extent that any term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the New York UCC or any other applicable law or principles of equity), provided that, to the extent severable, any portion of such lease, license, contract or agreement that does not result in any of the consequences specified above, including any Proceeds of such lease, license, contract or agreement, shall not constitute an Excluded Asset; (f) any Excluded Promissory Note; (g) any asset if, to the extent and for so long as the Security Interest may not be granted therein as a matter of applicable law; (h) motor vehicles and other assets subject to certificates of title, except to the extent perfection of the Security Interest therein may be accomplished by filing of financing statements in appropriate form in the applicable jurisdiction under the Uniform Commercial Code of such jurisdiction; (i) any fixed or capital asset subject to a Lien securing a Capitalized Lease Obligation of any Grantor or any Purchase-Money Collateral (other than Inventory) subject to a Lien securing any Purchase-Money Obligation of any Grantor (in each case, only if such Capitalized Lease Obligation or such Purchase–Money Obligation, and such Lien, are each permitted under the Credit Agreement), in each case, if, to the extent and for so long as the grant of the Security Interest on such fixed or capital assets or such Purchase-Money Collateral would constitute or result in a breach of, or a d...

Excluded Asset shall have the meaning assigned thereto in Section 14.28. “Exclusion Event” shall have the meaning assigned thereto in Section 14.28. “Executive Order” shall have the meaning assigned thereto in Section 3.1(f)(i). “Existing Lease” shall have the meaning assigned thereto in Section 10.7. “Fixed Rents” shall have the meaning assigned thereto in Section 10.2(a).

Excluded Asset is any asset set forth in Section 2.4. ---------------

Excluded Asset means either a lease by the Borrower or any Guarantor, as lessor, of a real property asset, or a promissory note held by the Borrower or any Guarantor which is secured by a Mortgage on real property, in either case where (a) any required base rental payment, or principal or interest payment, as the case may be, is more than 60 days past due or (b) in the case of a lease wherein the tenant is the subject of a Bankruptcy Proceeding, such lease has been rejected in bankruptcy; provided that assets with respect to real property subject to a lease rejected in bankruptcy shall cease to be considered Excluded Assets once such real property has been re-leased to a third-party which is not otherwise subject to clause (a) or (b) above.

Excluded Asset has the meaning set forth in Section 2.2.

Excluded Asset means (a) any Excluded Contract; (b) any United States federal “intent to use” trademark application to the extent that, and solely during the period that, the grant of a security interest therein would impair the validity or enforceability or render void or result in the cancellation of, any registration issued as a result of such “intent to use” trademark application under any Requirement of Law; provided that upon the submission to and acceptance by the United States Patent and Trademark Office of an amendment to allege or a verified statement of use pursuant to 15 U.S.C. Section 1060, such “intent to use” trademark application shall no longer constitute an Excluded Asset; (c) any property of a Grantor to the extent that the grant of a security interest by such Grantor therein is prohibited by any Requirement of Law or a Governmental Authority or requires a consent not obtained of any Governmental Authority pursuant to such Requirement of Law (but only to the extent that such prohibition would not be rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code), (d) any asset to the extent that the grant of a security interest in such asset could reasonably be expected to result in material and adverse Tax consequences as determined by the Borrower in good faith, and (e) any Excluded Account; provided that Excluded Assets will not include any Proceeds, substitutions or replacements of any Excluded Assets referred to in clauses (a) through (e) (unless such Proceeds, substitutions or replacements would constitute Excluded Assets referred to in clauses (a) through (e)).