Excluded Property

Excluded Property. Collectively, (i) any permit, lease, license, contract, instrument or other agreement held by any Grantor that prohibits or requires the consent of any Person other than the Grantors which consent has not been obtained as a condition to the creation by such Grantor of a Lien thereon, or any permit, lease, license, contract or other agreement held by any Grantor to the extent that any applicable law, treaty, rule, or regulation or any change in the interpretation or application thereof by any... Governmental Authority applicable thereto prohibits the creation of a Lien thereon, but only, in each case, to the extent, and for so long as, such prohibition is not terminated or rendered unenforceable or otherwise deemed ineffective by the Code, (ii) any "intent to use" Trademark applications for which a statement of use has not been filed (but only until such statement is filed), and (iii) Equipment owned by any Grantor that is subject to a purchase money Lien or capital lease (in each case, to the extent permitted under the Purchase Agreement) if the contract or other agreement in which such Lien is granted (or in the documentation providing for such capital lease) prohibits or requires the consent of any Person which consent has not been obtained other than the Grantors as a condition to the creation of any other Lien on such Equipment; provided, however, Excluded Property shall not include any Collateral described in subsection (i) and (iii) of this subsection (n) to the extent that any such consent or lapse, as applicable, (x) has not been waived or (y) would be rendered ineffective pursuant to Sections 9-406, 9-408, 9-409 of the Code or other applicable provisions of the Code of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code, when applicable) or principles of equity; provided, that immediately upon the ineffectiveness, lapse, termination or waiver of any such provision, the Collateral shall include, and each such Grantor shall be deemed to have granted a security interest in, all such right, title and interest as if such provision had never been in effect. "Excluded Property" shall not include any Proceeds, substitutions or replacements of Excluded Property (unless such Proceeds, substitutions or replacements would constitute Excluded Property). It is hereby understood, agreed and acknowledged that the patents covering the Company's DiLA2 delivery system (with respect to which the Company has entered into a binding term sheet for the sale of the Company's assets relating thereto), and the patents covering the Company's Smarticles delivery technology (which patents were sold to Novosom Verwaltungs GmbH in September 2017, and which are no longer owned by the Company), are Excluded Property, and thus are not included in the Collateral View More

Excluded Property. Collectively: (i) all Excluded Equity; (ii) any lease, license or other agreement or contract or any property subject to a purchase money security interest, Lien securing a capital lease obligation or similar arrangement, in each case permitted to be incurred under the Financing Agreement, to the extent that a grant of a security interest or Lien therein would require a consent not obtained or violate or invalidate such lease, license or agreement or contract or purchase money arrangement,... capital lease obligation or similar arrangement or create a right of termination in favor of any other party thereto (other than an Obligor), in each case after giving effect to the applicable anti-assignment provisions of the UCC and other applicable law and other than Proceeds and receivables thereof, the assignment of which is expressly deemed effective under the UCC or other applicable law notwithstanding such prohibition; (iii) any United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant, attachment or enforcement of a security interest therein would, under applicable federal law, impair the registrability of such applications or the validity or enforceability of registrations issuing from such applications; 3 (iv) motor vehicles and other assets subject to certificates of title (other than to the extent a Lien thereon can be perfected by the filing of a financing statement under the UCC); (v) those assets as to which the Collateral Agent and the Borrower Representative shall reasonably determine, in writing, that the cost or other consequence of obtaining a Lien thereon or perfection thereof are excessive in relation to the benefit to the Secured Parties of the security to be afforded thereby; and (vi) any asset or property to the extent that the grant of a security interest is prohibited by applicable law, rule or regulation or requires a consent not obtained of any Governmental Authority pursuant to such applicable law, rule or regulation, in each case after giving effect to the applicable anti-assignment provisions of the UCC and other applicable law and other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the UCC or other applicable law notwithstanding such prohibition. View More

Excluded Property. Shall have the meaning assigned in the GPPA.

Excluded Property. Means any real property currently owned by XLNT, which real property is listed on Exhibit A hereto.

Excluded Property. Means, collectively, (i) any permit or license or any Contractual Obligation entered into by any Obligor (A) that prohibits or requires the consent of any Person other than the Borrower and its Affiliates which has not been obtained as a condition to the creation by such Obligor of a Lien on any right, title or interest in such permit, license or Contractual Obligation or any equity interests related thereto or (B) to the extent that any applicable law thereto prohibits the creation of a Lien... thereon, but only, with respect to the prohibition in (A) and (B), to the extent, and for as long as, such prohibition is not terminated, waived or rendered unenforceable or otherwise deemed ineffective by the UCC, any other law or any principle of equity (it being expressly acknowledged and agreed that "Excluded Property" shall not include the proceeds thereof, the assignment of which is expressly deemed effective under the UCC notwithstanding such prohibition), (iii) any "intent to use" Trademark applications for which a statement of use has not been filed (but only until such statement is filed), (iv) governmental licenses, state or local franchises, charters and authorizations and any other property and assets to the extent that the Collateral Agent may not validly possess a security interest therein under, or such security interest is restricted by, applicable laws (including, without limitation, rules and regulations of any governmental authority or agency) or the pledge or creation of a security interest in which would require governmental consent, approval, license or authorization, other than to the extent such prohibition or limitation is rendered ineffective under the UCC or other applicable law notwithstanding such prohibition (but excluding proceeds of any such governmental license), or otherwise require consent thereunder (after giving effect to the applicable anti-assignment provisions of the UCC or other applicable law), (v) any motor vehicles, aircraft and other property or assets subject to certificates of title, and letter of credit rights less than $50,000 in the aggregate (in each case, except if the perfection of the security interest in such property may be accomplished solely by filing a UCC financing statement), (vi) all Real Property owned in fee, other than any Real Property in value in excess of $500,000, and (vii) any assets with respect to which Collateral Agent has determined by written notice to Borrower that the cost of obtaining a Lien in such assets is excessive in relation to the benefit to the Secured Parties of the security to be afforded thereby; provided, however, "Excluded Property" shall not include any proceeds, products, substitutions or replacements of Excluded Property (unless such proceeds, products, substitutions or replacements would otherwise constitute Excluded Property). 2 View More

Excluded Property. Means, collectively, with respect to each Grantor: (a) any owned or leased real property; (b) any trademarks, patents, copyrights, domain names, intellectual property license rights and intellectual property record and other IP Rights for which a Lien thereon is not perfected either by filing of a Uniform Commercial Code financing statement or by appropriate evidence of such Lien being filed in either the United States Copyright Office or the United States Patent and Trademark... Office; (c) unless requested by the Secured Party, any personal property (other than personal property described in clause (b) above) for which the attachment or perfection of a Lien thereon is not governed by the Uniform Commercial Code; (d) any property which is subject to a Lien in connection with purchase money financing, capital lease, equipment lease or similar financing or purchase terms that is permitted by the Transaction Documents and, pursuant to documents evidencing such permitted Lien, prohibits Grantor from granting any other Liens in such property; (e) Excluded Accounts; (f) any contract, lease, permit, license or any contractual obligation entered into by Grantor (i) that prohibits or requires the consent of any Person other than Grantor and its Affiliates (which consent has not been obtained) as a condition to the creation by Grantor of a Lien on any right, title or interest in such permit, license or contractual obligation or any equity interest related thereto or that would be breached or give the other party to the right to terminate such permit, license or contractual obligation as a result thereof or (ii) to the extent that any requirement of law applicable thereto prohibits the creation of a Lien thereon, but only, with respect to the prohibition or requirement for consent in clauses (i) and (ii), to the extent, and for as long as, such prohibition or requirement for consent (y) was not entered into in contemplation of the Note or this Agreement and (z) is not terminated or rendered unenforceable or otherwise deemed ineffective by the Uniform Commercial Code or any other requirement of law or by the receipt of the applicable Person whose consent is required; (g) any "intent to use" trademark application for registration of a trademark filed pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. § 1051, prior to the filing of a "Statement of Use" pursuant to Section 1(d) of the Lanham Act or an "Amendment to Allege Use" pursuant to Section 1(c) of the Lanham Act with respect thereto; (h) "margin stock" to the extent the creation of a security interest therein in favor of Secured Party will result in a violation of Regulation U issued by the Board of Governors of the Federal Reserve System of the United States; (i) any governmental licenses or state or local franchises, charters, and authorizations to the extent a security interest therein is prohibited or restricted by Law, other than proceeds and receivables therefrom; (j) pledges and security interests prohibited or restricted by Law (no requirement to obtain the consent of any governmental authority or third party, including, without limitation, no requirement to comply with the Federal Assignment of Claims Act or any similar statute), other than proceeds and receivables therefrom; (k) interests in joint ventures and non-wholly-owned subsidiaries that cannot be pledged without the consent of third parties, to the extent such joint ventures and non-wholly- owned subsidiaries are permitted by the terms of the Transaction Documents or otherwise approved by the Secured Party; and (l) any voting stock of any Subsidiary of any Grantor that is a controlled foreign corporation (as defined in Section 957 of the Code (a "CFC")), any Subsidiary substantially all of the assets of which constitute the Equity Interests of CFCs (an "FSHCO") or a Subsidiary that is held directly or indirectly by a CFC or an FSHCO in excess of 65% of the total combined voting power of all classes of stock of first tier CFCs and FSHCOs of Grantor that are entitled to vote (within the meaning of Section 1.956-2(c)(2) of the United States Treasury Regulations). View More

Excluded Property. Shall mean (i) (A) any voting Capital Stock in excess of 65% of the issued and outstanding voting Capital Stock of any Foreign Subsidiary and (B) any Capital Stock of any non-wholly owned Subsidiary to the extent that the granting of a security interest in such Capital Stock is prohibited by the applicable joint venture, shareholder, stock purchase or similar agreement relating to such Capital Stock, (ii) any rights or interest in any contract, lease, permit, license, or license agreement... covering real or personal property of any Grantor if under the terms of such contract, lease, permit, license, or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein is prohibited as a matter of law or under the terms of such contract, lease, permit, license, or license agreement and such prohibition or restriction has not been waived or the consent of the other party to such contract, lease, permit, license, or license agreement has not been obtained (provided, that, the foregoing exclusions shall in no way be construed to apply to the extent that any described prohibition or restriction is ineffective under Section 9-406, 9-407, 9-408, or 9-409 of the UCC or other applicable law), (iii) margin stock, (iv) any United States intent-to-use Trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use Trademark applications under applicable federal law, and (v) the Licensed MLB Products; provided that "Excluded Property" shall not include any proceeds, products, substitutions or replacements of Excluded Property (unless such proceeds, products, substitutions or replacements would otherwise constitute Excluded Property); provided further, that the Licensed MLB Products shall automatically cease to be Excluded Property, without further action by any party to this Agreement, upon compliance with the conditions set forth in Section 13(S) of the MLB License Agreement. View More

Excluded Property. Any "intent-to-use" trademark application filed pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. § 1051, prior to the filing with respect thereto of a verified statement of use pursuant to Section 1(d) of the Lanham Act or an "Amendment to Allege Use" pursuant to Section 1(c) of the Lanham Act, to the extent that, and solely during the period in which, the inclusion of such intent-to-use application as Collateral would impair the validity or enforceability of any registration that issues... from that intent-to-use application under applicable federal law. View More

Excluded Property. Shall mean: (a) any Contract, General Intangible, property right (including Intellectual Property Licenses and other intellectual property rights), license or permit to which any Pledgor is a party to the extent that (i) the grant of a security interest therein by such Pledgor will constitute or result in the abandonment, invalidation or unenforceability of any right, title or interest of such Pledgor thereunder, (ii) the terms thereof... prohibit the creation by such Pledgor of a security interest therein, (iii) if the grant of a security interest therein by the Company or such Guarantor (x) would give any other party thereto a right to terminate its obligations thereunder or (y) is permitted only with the consent of another party (other than a Pledgor) and such consent has not been obtained or (iv) any Requirement of Law applicable thereto prohibits the creation of a security interest therein (other than, in the case of clauses (i), (ii), (iii) and (iv), the extent that any such term thereunder would be rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the UCC); (b) any Capital Stock of a Subsidiary that is a Controlled Foreign Corporation other than Capital Stock constituting Pledged Securities; (c) any real property (other than Fixtures) owned or leased by each Pledgor; (d) any Motor Vehicles (whether owned or leased); and (e) any Excluded Permitted Lien Property; provided that any Proceeds, substitutions or replacements of any Excluded Property shall not themselves be Excluded Property (unless such proceeds, substitutions or replacements would constitute property described in clauses (a) through (e) above). In addition, to the extent that any Excluded Permitted Lien Property is included in the Collateral, such Excluded Permitted Lien Property shall be automatically released from the Liens under the terms of this Agreement. In addition, in the event that Rule 3-16 of Regulation S-X (or any successor regulation) requires the preparation and filing with the SEC of separate audited financial statements of any Restricted Subsidiary owned by a Pledgor because such Restricted Subsidiary's Capital Stock is pledged as collateral to secure the New Notes or any Additional Secured Obligations, the portion (or, if necessary, all) of such Capital Stock pledged prior to the date hereof to secure the Old Notes that is necessary to eliminate such filing requirement (collectively, such Capital Stock is the "New Notes Excluded Collateral") shall automatically be deemed released from, and not to have been part of, the Collateral securing the New Notes or such Additional Secured Obligations. View More

Excluded Property. Means, collectively, (a) the Membership Interest, (b) any and all Excluded Contracts and Excluded Contract Rights, (c) all products and proceeds of or from any of the foregoing, and (d) any and all books and records related to any of the foregoing.