Excluded Assets definition

Excluded Assets has the meaning set forth in Section 2.02.

Excluded Assets shall have the meaning set forth in Section 2.2.

Excluded Assets has the meaning set forth in Section 2.2.

Examples of Excluded Assets in a sentence

• A full due diligence review of the Purchased Assets, the Excluded Assets and the Business shall have been completed by Purchaser, its affiliates, its legal counsel, its outside consultants or others appointed by Purchaser, and Purchaser shall have been satisfied, in its sole and absolute discretion, with the results of such review (with the cost of such review to be paid by Purchaser).

• Licensee shall pay to Licensor an amount equal to the Royalty Rate (as defined in Exhibit A) on Net Profits (as defined in Exhibit A) earned from the exploitation of the Managed Assets and other rights granted hereunder (including without limitation any advertising thereon) or any derivative therefrom or projects created or developed that are ancillary to the Managed Assets or such other rights, but which are not derived from Excluded Assets (collectively, the “Royalty(ies)”).

• The Excluded Assets shall consist of (i) [***] (collectively, the “State-Licensed Cannabis Assets”), (ii) [***] (collectively, the “NY Cannabis Assets”), and (iii) all assets, properties and rights of Seller listed on Schedule 1.3 (the “Excluded Assets”).

• The Purchased Assets constitute all of the assets and properties, tangible and intangible (other than Excluded Assets) that are used by Seller in the operation of the Business and that are necessary for the operation of the Business in the ordinary course consistent with past practice.

More Definitions of Excluded Assets

Excluded Assets means each of the following:

Excluded Assets has the meaning set forth in Section 1.3.

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 as defined in Section 2.2.

Excluded Assets means:

Excluded Assets has the meaning given to such term in Section 2.2.

Excluded Assets has the meaning set forth in the Security Agreement.