Excluded Property

Excluded Property. Means, collectively, (a) any and all shares of capital stock and other equity interests issued by any of Campus Group Companies, Inc., Audience Response Systems, Inc., Multi-Video Services, Inc., Interactive Conferencing Network, Inc. and Option Technologies Interactive, LLP (or any predecessor or successor to any of such corporations and other entities), (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. View More

Excluded Property. Shall mean (a) any Subject Property (as defined in Section 2(a)(A)), (b) any property included in the definition of "Collateral" in the Term Loan Pledge Agreement, (c) any Excluded Capital Stock, (d) any property that is subject to a Lien permitted pursuant to Section 9.2(c) of the Term Loan Credit Agreement if the contract or other agreement in which such Lien is granted (or the documentation providing for such Indebtedness) validly prohibits the creation of any other Lien on such property;... provided that such property shall be Excluded Property only to the extent and for so long as such prohibition is in effect, (e) any Vehicles and other assets subject to certificates of title the perfection of a security interest in which is excluded from the Uniform Commercial Code in the relevant jurisdiction, (f) any property with respect to which the Collateral Agent and the Borrower reasonably agree that the costs or other consequences (including adverse tax consequences as reasonably determined by the Borrower) of granting or perfecting a security interest in is excessive in view of the benefits to be obtained by the Secured Parties, and (g) 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 United States federal law. 3 View More

Excluded Property. Means, collectively, (i) any permit, lease or license or any contractual obligation entered into by Debtor (A) that prohibits or requires the consent of any Person other than Debtor and its Subsidiaries which has not been obtained as a condition to the creation by Debtor of a Lien on any right, title or interest in such permit, lease, license or contractual obligation or any Capital Stock or equivalent thereof related thereto or that contains terms stating that the granting of a lien therein... would otherwise result in a material loss by Debtor of any material rights therein, (B) to the extent that any law applicable thereto prohibits the creation of a Lien thereon or (C) to the extent that a Lien thereon would give any other party a legally enforceable right to terminate such permit, lease, license or any contractual obligation, but only, with respect to the prohibition in (A), (B) and (C) to the extent, and for as long as, such prohibition is not terminated or rendered unenforceable or otherwise deemed ineffective by the UCC or any other applicable law, (ii) property or assets owned by Debtor that is subject to a purchase money Lien or a Capital Lease Obligation if the contractual obligation pursuant to which such Lien is granted (or in the document providing for such Capital Lease Obligation) prohibits or requires the consent of any Person other than Debtor and its Subsidiaries which has not been obtained as a condition to the creation of any other Lien on such property or such assets, (iii) any "intent to use" trademark applications for which a statement of use has not been filed (but only until such statement is filed with, and accepted by, the United States Patent and Trademark Office) (each such trademark, an "Intent To Use Trademark") and (iv) shares of capital stock having voting power in excess of 65% of the voting power of all classes of capital stock of a first tier controlled foreign corporation (as that term is described in the IRC); 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). View More

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. 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.