Excluded Property

Excluded Property. Shall mean all Settlement Assets.

Excluded Property. (a) any directly held investment property, or any general intangibles, now or hereafter held or owned by the Company, to the extent that (x) a security interest may not be granted by the Company in such directly held investment property or general intangibles as a matter of law, or under the terms of the contract, license, agreement or other governing document applicable thereto (or if granting a security interest therein would, under the terms thereof, render unenforceable, trigger an express... termination right on the part of any other party (which right is not waived in writing) or result in the termination of such contract, license, agreement or other governing document applicable thereto), without the consent of one or more applicable parties thereto and (y) such consent has not been obtained (the "Excluded Non-Transferrable Assets"), (b) any intent-to-use trademark or service mark application 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 (in which case, the security interest in such trademark shall be deemed granted by the Company at such time and will attach immediately) (the "Excluded IP"), and (c) any Excluded Account View More

Excluded Property. (i) any contract, General Intangible, property right or agreement to which any Pledgor is a party or any of its rights or interests thereunder if and only for so long as the grant of a security interest hereunder shall constitute or result in a material breach or default under any such contract, General Intangible, property right or agreement or would give rise to a right to terminate any such General Intangible (other than to the extent that any such term would be rendered ineffective pursuant... to Sections 9-406, 9-407, 9-408, or 9-409 of the UCC of any relevant jurisdiction or any other applicable law or principles of equity); provided, however, that such security interest shall attach immediately to any portion of such contract, General Intangible, property rights or agreement that does not result in any of the consequences specified above, (ii) any rights or property to the extent that any valid enforceable law or regulation applicable to such rights or property prohibits the creation of a security interest therein, (iii) any Capital Stock to the extent it represents more than 65% of the Capital Stock of any Foreign Subsidiary. View More

Excluded Property. The property, assets, rights and interests set forth on Schedule 1-2, which are not included in the Property and are not being sold to Buyer.

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. Means 35% of the equity interests in any Subsidiary organized in a jurisdiction outside of the United States.

Excluded Property. (i) any permit, lease, license, contract, instrument or other agreement held by the Obligor that prohibits or requires the consent of any person other than its affiliates as a condition to the creation by the Obligor of a Lien thereon, or any permit, lease, license contract or other agreement held by the Obligor to the extent that any requirement of law 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 UCC or any other requirement of law and (ii) any property for which the grant of a security interest would impair the Obligor's minimum capital and surplus requirements under applicable law. View More

Excluded Property. Means all property of Obligor subject to a Permitted Lien.

Excluded Property. Means (i) Excluded Accounts (and any assets contained therein), (ii) more than 65% of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Grantor of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter, (iii) "intent-to-use" trademarks at all times prior to the first use thereof, whether by the actual use thereof in commerce, the recording of a statement of use with the United States Patent and... Trademark Office or otherwise and (iv) any property, right or asset held by Grantor or any Subsidiary to the extent that a grant of a security interest therein is prohibited by any Requirement of Law of a Governmental Authority or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property, except (A) to the extent that the terms in such contract, license, instrument or other document providing for such prohibition, breach, default or termination, or requiring such consent are not permitted under this Security Agreement or (B) to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document providing for such prohibition, breach, default or termination or requiring such consent is ineffective under Section 9406, 9407, 9408 or 9409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code of the United States) or principles of equity; provided, however, that such security interest shall attach immediately at such time as such Requirement of Law is not effective or applicable, or such prohibition, breach, default or termination is no longer applicable or is waived, and to the extent severable, shall attach immediately to any portion of the Collateral that does not result in such consequences. View More