Excluded Seller Assets definition

Excluded Seller Assets any asset of Seller that is not included in the definition of Purchased Property and specifically including, without limitation, any of the following Seller assets:
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Excluded Seller Assets means any asset not constituting a Purchased Asset, including without limitation the Pipeline Loans, the Warehouse Loans, the Delivery Commitments and the Investment Commitments.
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Excluded Seller Assets defined in Section 2.02; Final Schedules: defined in Section 11.01;
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Examples of Excluded Seller Assets in a sentence

  • For the avoidance of doubt, the Parties acknowledge that the Excluded Seller Assets are not part of the Purchased Property being conveyed to Buyer hereunder, and such Excluded Seller Assets shall remain the property of Seller after Closing.

  • None of the Excluded Seller Assets are material to the Focus Factor Business.

  • Notwithstanding the foregoing, the Excluded Seller Assets shall not include any Specified Seller Asset.

  • Any costs and expenses associated with the conveyance, assignment or transfer of the Excluded Seller Assets shall be paid by Seller.

  • With these assumptions, DS evolution models with DM heating after the onset of fusion have now been studied in several papers ([8, 9, 10]).

  • The Companies or their Affiliates have properly maintained and renewed all registrations and related filings with respect to any registered Intellectual Property owned by the Companies or any of their Affiliates and necessary for or used in connection with the conduct of the Business as presently conducted (other than the Excluded Seller Assets and the Foodservice IP Assets), and have used commercially reasonable efforts to enforce their rights therein against infringement or dilution by third parties.

  • Except for the Excluded Seller Assets, the Shared Seller Assets and any assets described in Schedule 4.9, and after taking into account the rights granted to the Purchaser under the St. Xxxxxxxxxxx Sublease Agreement pursuant to Section 1.5, the Seller Assets include all assets necessary and sufficient in all material respects to operate the Designated Plants substantially as currently conducted.

  • Buyer acknowledges that Sellers are retaining as Excluded Seller Assets certain monies or other restricted assets that are required by the donors thereof to be spent at the Hospital Businesses.

  • The Purchaser shall promptly forward to or reimburse the Sellers for any refunds of Taxes (including any interest paid by a Governmental Authority thereon and any credits in lieu thereof) that constitute Excluded Seller Assets.

  • The provisions of this Section 6.4, insofar as they relate to Confidential Information with respect to the Designated Plants, the Seller Assets and the Assumed Seller Liabilities (but not to any Excluded Seller Assets or Retained Seller Liabilities) shall terminate as to the Purchaser upon the Closing.


More Definitions of Excluded Seller Assets

Excluded Seller Assets means the assets and all liabilities related thereto set forth in Disclosure Schedule Definition 2.
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Related to Excluded Seller Assets

  • 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 Assets has the meaning set forth in Section 2.02.

  • 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.

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

  • 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.

  • Transferred Contracts has the meaning ascribed to it in Section 2.1(c).

  • Excluded Asset Disposition means, with respect to any Consolidated Party, any Asset Disposition consisting of (i) the sale, lease, license, transfer or other disposition of inventory or other assets in the ordinary course of such Consolidated Party's business, (ii) the sale, lease, license, transfer or other disposition of Property no longer used or useful in the conduct of such Consolidated Party's business, (iii) any Involuntary Disposition by such Consolidated Party, (iv) any sale, lease, license, transfer or other disposition of Property by such Consolidated Party to any Credit Party, PROVIDED that the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may reasonably request so as to cause the Credit Parties to be in compliance with the terms of Section 7.12 after giving effect to such transaction, (v) any portion of an Asset Disposition by such Consolidated Party constituting a Permitted Investment, (vi) if such Consolidated Party is not a Credit Party, any sale, lease, license, transfer or other disposition of Property by such Consolidated Party to any Consolidated Party that is not a Credit Party, (vii) the sale or disposition of Cash Equivalents for fair market value, (viii) any sale of accounts receivable in connection with the compromise thereof, (ix) the assignment of past due accounts for collection or (x) the licensing of Intellectual Property to third Persons on customary terms as determined by the licensor's board of directors in good faith; PROVIDED, HOWEVER, that the term "Excluded Asset Disposition" shall not include any Asset Disposition to the extent of the portion of the proceeds of such Asset Disposition that would be required under any Junior Financing Documentation to be applied to permanently retire Indebtedness of the Consolidated Parties.

  • Acquired Assets has the meaning set forth in Section 2.1.

  • Excluded Transactions means:

  • Assumed Liabilities has the meaning set forth in Section 2.3.

  • Excluded Transaction means any transaction in which assets are transferred to: (A) a shareholder of the Company (determined immediately before the asset transfer) in exchange for or with respect to its stock; (B) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company (determined after the asset transfer); (C) a Person, or more than one Person Acting as a Group, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company (determined after the asset transfer); or (D) an entity at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in clause (C) (determined after the asset transfer).

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

  • Purchased Assets has the meaning set forth in Section 2.1.

  • Transferred Assets means the assets, rights and properties of the Sellers that the Purchasers shall acquire as of the Closing.

  • Excluded Receivables means, as of any date of determination, all accounts receivable referred to in Item 1 of Schedule 7.01.

  • Acquisition Assets With respect to an Acquisition, the aggregate net assets as of the effective date of such Acquisition of all Acquired Funds.

  • Transferred Asset means each asset, including any Loan Asset and Substitute Loan Asset (including, if any, the Participation thereof), Conveyed by the Seller to the Purchaser hereunder, including with respect to each such asset, all Related Property; provided that the foregoing will exclude the Retained Interest and the Excluded Amounts.

  • Shared Contracts has the meaning specified in Section 4.12(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 Liabilities has the meaning set forth in Section 2.4.

  • Transferred Liabilities has the meaning set forth in Section 2.02(a).

  • After-Acquired Property means any property (other than Collateral or Excluded Property) that is acquired or otherwise owned by the Company or any Subsidiary after the Issue Date of a type that secures the Secured Obligations.

  • Target Business Acquisition Period means the period commencing from the effectiveness of the registration statement filed with the SEC in connection with the Company's IPO up to and including the first to occur of (i) a Business Combination; or (ii) the Termination Date.

  • Transferred Equity means the equity interest in the Company which the WFOE has the right to request either of the Company Shareholders to transfer to it or its designated entity or individual in accordance with Article 3 hereof when the WFOE exercises its Equity Transfer Option, the quantity of which may be all or part of the Option Equity and the specific amount of which shall be determined by the WFOE at its sole discretion in accordance with the then-effective PRC Law and based on its commercial consideration.

  • Acquired Contracts has the meaning given in Section 2.1(a).

  • 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)).