Excluded Assets

Excluded Assets. Shall have the meaning ascribed thereto in Paragraph 2.

Excluded Assets. Has the meaning specified therefor in the Indenture.

Excluded Assets. Shall mean the collective reference to: (a) any property or asset only to the extent and for so long as the grant of a security interest in such property or asset is prohibited by any applicable law or requires a consent not obtained of any governmental authority pursuant to applicable law; (b) any right, title or interest in any permit, license or contract held by any Grantor or to which any Grantor is a party or any of its right, title or interest thereunder, in each case only to the extent... and for so long as the terms of such permit, license or contract validly prohibits the creation by such Grantor of a security interest in such permit, license or contract in favor of the Notes Collateral Agent (after giving effect to Section 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code (or any successor provisions) of any relevant jurisdiction or any other applicable law (including Title 11 of the United States Code) or principles of equity); (c) Capital Stock of a Person that constitutes a Subsidiary (other than a Wholly-Owned Subsidiary) the pledge of which would violate a contractual obligation to the owners of the other Capital Stock of such Person that is binding on or relating to such Capital Stock; (d) any equipment (and proceeds thereof) of any Grantor that is subject to a purchase money Lien or Capital Lease Obligation permitted under the Indenture to the extent the documents relating to such purchase money Lien or Capital Lease Obligation would not permit such equipment or real property (and proceeds thereof) to be subject to the Liens created under the Security Documents; provided, that immediately upon the ineffectiveness, lapse or termination of any such restriction, such equipment or real property shall cease to be an "Excluded Asset"; (e) assets of any Grantor located outside of the United States to the extent a Lien on such assets cannot be created and perfected under United States federal or state law; (f) any Equity Interests and other securities of a Subsidiary to the extent that the pledge of such Equity Interests and other securities results in the Issuer being required to file separate financial statements of such Subsidiary with the SEC pursuant to Rule 3-16 of Regulation S-X under the Securities Act, but only to the extent necessary to not be subject to such requirement, (g) After-Acquired Property subject to Permitted Liens described in clause (8) or (9) of the definition of Permitted Liens in the Indenture so long as the documents governing such Permitted Liens do not permit any other Liens on such After-Acquired Property; 3 (h) (i) any Voting Stock representing in excess of 65% of the issued and outstanding Voting Stock in any Foreign Subsidiary; and (i) notwithstanding any recording of the Notes Collateral Agent's Security Interest in the United States Patent and Trademark Office, United States Copyright Office or other registry office in any other jurisdiction, any "intent-to-use" Trademark application to the extent and for so long as creation by a Grantor of a security interest therein would result in the invalidity, unenforceability or loss by such Grantor of any rights therein; provided that upon submission and acceptance by the United States Patent and Trademark Office of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall cease to constitute Excluded Assets; provided, however, that Excluded Assets will not include (a) any proceeds, substitutions or replacements of any Excluded Assets referred to above (unless such proceeds, substitutions or replacements would constitute Excluded Assets) or (b) any asset which secures Senior Credit Facilities Debt. View More

Excluded Assets. Shall mean (i) Capital Stock of a Person that constitutes a Subsidiary (other than a Wholly-Owned Subsidiary) the pledge of which would violate a contractual obligation to the owners of the other Capital Stock of such Person that is binding on or relating to such Capital Stock, (ii) any Voting Stock representing in excess of 65% of the issued and outstanding Voting Stock in any Foreign Subsidiary and (iii) any Equity Interests and other securities of a Subsidiary to the extent that the pledge... of such Equity Interests and other securities results in the Issuer being required to file separate financial statements of such Subsidiary with the SEC pursuant to Rule 3-16 of Regulation S-X under the Securities Act, but only to the extent necessary to not be subject to such requirement; provided, however, that Excluded Assets will not include (a) any proceeds, substitutions or replacements of any Excluded Assets referred to above (unless such proceeds, substitutions or replacements would constitute Excluded Assets) or (b) any asset which secures Senior Credit Facilities Debt. View More

Excluded Assets. The following: (I) any capital stock or other equity interest in any Person that is not a direct or indirect Subsidiary of the Borrower or any other Loan Party or is an Excluded Subsidiary (other than any wholly-owned Foreign Company (subject to Section 2(b) below ), (II) any stock or assets described on Schedule 8.1.17 to the Credit Agreement, (III) any stock or assets that have been released pursuant to Section 10.10 [Authorization to Release Collateral, Etc.] or Section 11.1.4 [Release of... Collateral or Guarantor] of the Credit Agreement from the Liens created in connection with the Credit Agreement or (IV) any of the assets described in clauses (ii) and (iii) related to the foregoing. View More

Excluded Assets. Means any asset of Seller listed as an Excluded Asset on Exhibit A.

Excluded Assets. (a) Equity Interests (i) in an Immaterial Subsidiary and (ii) in any Subsidiary that is owned by an Obligor that is a Foreign Subsidiary (excluding Equity Interests in Holdco, FWL and the Company and excluding also Equity Interests in FW Hungary Licensing Limited Liability Company or any other Subsidiary to which FW Hungary Licensing Limited Liability Company shall transfer any material portion of its intellectual property assets);

Excluded Assets. Means the assets more fully described in Schedule 1(ii) of this Agreement.

Excluded Assets. The meaning set forth in Subsection 4.1(b)

Excluded Assets. All assets, property, rights and interests of Seller and its Affiliates other than the Purchased Assets, including (a) Cash; (b) all refunds, claims for refunds or rights to receive refunds from any Taxing Authority with respect to any and all Taxes paid or to be paid by Seller or any of its Affiliates (including any and all Taxes paid or to be paid by any of Seller's Affiliates on behalf of Seller) and any funds Seller receives from TriNet Group, Inc. for the Coronavirus Aid, Relief and... Economic Security Act payroll tax credits; (c) all insurance policies and insurance Contracts insuring the Purchased Assets, together with any claim, action or other right Seller or any Affiliate of Seller may have for insurance coverage under any past or present policies and insurance Contracts insuring the Purchased Assets; (d) the original global safety database relating to the Product; (e) Butalbital/APAP/Caffeine ANDA A206615; (f) TaperDex (dexamethasone); (g) Dihydrocodeine, Acetaminophen and Caffeine capsules under the trademark Trezix® and its Authorized Generic Version approved under US FDA ANDA A204785; (h) Nalfon capsules under US FDA NDA N017604; (i) Fenoprofen Calcium tablets under US FDA ANDA A072267; (j) Uncollected Execution Date Accounts Receivable and (k) all Excluded Items, but excluding, in each case, the Purchased Assets. View More