Excluded Assets definition
Excluded Assets has the meaning set forth in Section 2.2.
Excluded Assets shall have the meaning set forth in Section 2.3.
Excluded Assets means each of the following:
Examples of Excluded Assets in a sentence
For the avoidance of doubt, any obligations under the Confidentiality Agreement with respect to the Excluded Assets or Excluded Liabilities, shall survive in accordance with the terms and conditions of the Confidentiality Agreement (it being understood that the Seller and its cooperation obligation hereunder shall cease as of the Wind-Up Date).
If Buyer exercises its option under this Section 2.7(f), Seller agrees, subject to applicable Law, to (a) hold such removed Business Intellectual Property in trust for the Buyer and (b) upon receipt of notice from the Buyer, separately transfer what becomes an Excluded Assets pursuant this Section 2.7(f) to Buyer for no additional consideration.
More Definitions of Excluded Assets
Excluded Assets means:
Excluded Assets means (i) any asset or property to the extent the grant of a security interest is prohibited by Law or requires a consent not obtained of any Governmental Authority pursuant to such Law; (ii) (x) voting Equity Interests in excess of 65% of the voting Equity Interests of (A) any Foreign Subsidiaries or (B) any FSHCO and (y) any of the Equity Interests of (A) indirect Foreign Subsidiaries (other than, for the avoidance of doubt, first tier Foreign Subsidiaries) of the Borrowers or Guarantors or (B) any direct or indirect Subsidiary organized under the laws of the United States, any state thereof or the District of Columbia, that is a Subsidiary of a Foreign Subsidiary; (iii) assets as to which the Administrative Agent and the Borrowers reasonably agree in writing that the cost of obtaining such a security interest or perfection thereof are excessive in relation to the benefit to the Lenders of the security to be afforded thereby; (iv) any assets acquired after the Closing Date to the extent that, and for so long as, granting a security interest in such assets would violate any Contractual Obligation to which any Borrower or a Restricted Subsidiary is a party, or by which such party or any of such party’s property or assets is bound (provided that any such Contractual Obligation existed at the time of the acquisition of such asset and was not entered into in connection with or in anticipation of such acquisition (but may have been amended)) and (v) any other assets or property to the extent the grant of a security interest therein would result in material adverse tax consequences to the Company or its Subsidiaries as reasonably determined by the Company in consultation with the Administrative Agent. The determination as to whether a Lien is prohibited, restricted, requires consent or creates a right of termination under applicable Law or the terms of any applicable lease, license, agreement, arrangement, contract, charter or authorization shall be made after giving effect to the applicable provisions of the UCC.
Excluded Assets shall have the meaning given to such term in Section 2.2.
Excluded Assets has the meaning set forth in the Security Agreement.
Excluded Assets as defined in Section 1.2.
Excluded Assets as defined in the Guarantee and Collateral Agreement.
Excluded Assets shall have the meaning specified in Section 2.1(b).