Excluded Assets

Excluded Assets. Means: (a) Excluded Contracts; (b) any of the Purchase Price (as defined in Section 2.2(a)); (c) the minute books, seal and other records having to do with the organization of Seller; (d) Seller's or any of its affiliate's rights under this Agreement and any Transaction Document; (e) all Tax credits, and refunds pertaining to Taxes which are not Assumed Liabilities hereunder, and all related Tax Returns and associated work ... papers; (f) all Employee Benefit Plans (as defined in Section 3.18(a)) and assets held in trust or otherwise by or for the benefit of any current or former employees of Seller under any Employee Plan; and (g) the excluded assets set forth on Schedule 2.1(a). View More

Excluded Assets. Means with respect to any Grantor, (i) any leases, permits, licenses (including Gaming Licenses) or other contracts or agreements or other assets or property to the extent that a grant of a Lien thereon (x) is prohibited by law or would constitute or result in the abandonment, invalidation or unenforceability of any right, title or interest of such Grantor therein pursuant to applicable law, (y) would require the consent of third parties and such consent has not been obtained after such Grantor... has used commercially reasonable efforts to try to obtain such consent, or (z) other than as a result of requiring a consent of third parties that has not been obtained, would result in a breach of the provisions thereof, or constitute a default under or result in a termination of, such lease, permit, license, contract or agreement (other than to the extent that any such provisions thereof would be rendered ineffective pursuant to Section 9-406, 9-407 or 9-408 of the Code (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law); provided, however, that Excluded Assets shall not include (and, accordingly, Collateral shall include) any and all Proceeds of any such assets; and provided, further, that, with respect to each Excluded Asset described in this clause (i), immediately upon the uneffectiveness, lapse or termination of such prohibition, or the obtaining of any required approvals, the provisions that would be so breached or such breach, default or termination or immediately upon the obtaining of any such consent or approval, the Excluded Assets shall not include, and such Grantor shall be deemed to have granted a security interest in, all such leases, permits, licenses, contracts and agreements and such other assets and property as if such prohibition, the provisions that would be so breached or such breach, default or termination had never been in effect and as if such consent or approval had not been required; and (ii) voting Capital Stock of any Subsidiary of such Grantor that is a CFC solely to the extent that (A) such Capital Stock represents more than 65% of the outstanding voting Capital Stock of such Subsidiary, and (B) hypothecating more than 65% of the total outstanding voting Capital Stock of such Subsidiary would result in material adverse tax consequences. View More

Excluded Assets. Any Contractual Obligation, General Intangible, Account, Copyright License, Patent License, Trademark License (any thereof, an "Intangible Asset") or Investment Property, to the extent that the grant of a security interest therein pursuant to this Security Agreement (i) is prohibited as a matter of law or by any contract, agreement, instrument or indenture evidencing or governing such Intangible Asset or Investment Property, (ii) would terminate such Intangible Asset or Investment Property or... give any other party thereto or to any such contract, agreement, instrument or indenture the right to terminate such Intangible Asset or Investment Property of such party's obligations under any such contract, agreement, instrument or indenture, (iii) is permitted only with the consent of any other Person, which consent has not been obtained, or (iv) would result in, or require, the creation of any Lien on any portion of the Collateral pursuant to the terms of any contract, agreement, instrument or indenture evidencing or governing any Indebtedness of any Grantor or (v) is prohibited under any contract, agreement, instrument or indenture creating or governing a Lien permitted under Section 9.3 of the Credit Agreement, but only, in the case of each of subclauses (i) through (v), to the extent that any such prohibition, limitation or restriction would be effective under applicable law (including, without limitation, as provided under Sections 9-406 and 9-408 of the Code). View More

Excluded Assets. Shall mean and refer to the following assets of the Seller which shall not be included in the sale contemplated hereby and shall not be assigned or transferred to the Buyer: (i) Seller's Records; (ii) Pre-Closing Receivables; (iii) all cash and cash equivalents of the Seller; (iv) the property management hardware and software and related support systems; (v) prepaid taxes and any rights of Seller to any tax refunds; (vi) all insurance policies of Seller and all rights of Seller arising under... such policies; (vii) all rights and claims of Seller, contingent or otherwise, against third parties relating to the Property or its operation by Seller prior to the Closing Time, whether in tort, contract or otherwise, including causes of action, unliquidated rights and claims pursuant to any warranties or guarantees made by advertisers, manufacturers, suppliers, insurers or vendors; and (viii) all rights of Seller under this Agreement. View More

Excluded Assets. The term "Excluded Assets" or "Excluded Asset" means any Oil and Natural Gas or Coalbed Methane or related asset 4 or right (a) previously conveyed, transferred or assigned by Lessor to Lessee pursuant to any instrument listed on Schedule 2 attached hereto, (b) subject to, arising from or that is an existing lease or contract listed on Schedule 3 attached hereto, (c) listed on Schedule 3 to that certain Master Separation Agreement dated as of August 1, 2005 by and among the Lessor,... the Lessee and certain other parties thereto, or (d) that was evaluated as proved, probable and/or possible oil and gas interests in that certain Reserve and Economic Evaluation of Proved, Probable, and Possible Reserves of Certain CONSOL Energy Inc. Oil and Gas Interests as of March 31, 2005, dated as of June 29, 2005, prepared by Schlumberger Data and Consulting Services, a copy of which is attached hereto as Exhibit A. For the avoidance of doubt, no Excluded Asset is being leased or otherwise conveyed to Lessee under this Agreement and no rights regarding the Premises relating to any Excluded Asset are being conveyed to Lessee under this Agreement. View More

Excluded Assets. Means any asset of Sellers other than the Acquired Assets.

Excluded Assets. Is defined in paragraph 4 of this Agreement

Excluded Assets. (a) all cash and marketable securities of Winlit, whether on hand or in banks, held by or on behalf of or for Winlit and all bank accounts or accounts with other financial institutions held by or in the name of or on behalf of Winlit, (b) all prepaid expenses, accounts and notes receivable of Winlit, (c) the security deposit with respect to the lease at 463 Seventh Avenue, New York, New York, (d) claims or causes of action of Winlit, (e) inventory of Winlit other than Purchased Inventory, (f)... furniture, fixtures and equipment located at the warehouse leased by Winlit at 900 Passaic Avenue, Harrison, New Jersey and (g) old samples not related to any products sold within the past year. 2 View More

Excluded Assets. Shall mean the Retained Records (hereinafter defined), all rights of the Seller under this Agreement and the insurance policy on the life of John Banks.

Excluded Assets. Means (i) the stock owned by (A) DCI in the French company D&S Communications and the Spanish companies New Tec SL and Publicaciones Help 400, SL and (B) DII in the German Company Duke Communications GmbH and (ii) the membership interest of DII in Matador-Orchard, LLC, a Colorado limited liability company.