Property. The [[Organization A:Organization]] will maintain, preserve and keep its own and will cause its Subsidiaries to keep their principal plants and properties and every part thereof in good repair, working order and condition and from time to time make all needful and proper repairs, renewals, replacements, additions, betterments and improvements thereto so that at all times the efficiency thereof shall be fully preserved and maintained, except in each case when the failure to do so would not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect.

Property. Smathers hereby represents and warrants to [[Company:Organization]] that by the Termination Date, he will return to [[Company:Organization]] all [[Company:Organization]] documents (and all copies thereof) and other [[Company:Organization]] property which he has had in his possession at any time, including, but not limited to, [[Company:Organization]] files, notes, drawings, records, business plans and forecasts, financial information, specifications, computer-recorded information, tangible property, credit cards, entry cards, identification badges and keys, laptops and phones; and any materials of any kind which contain or embody any proprietary or confidential information of [[Company:Organization]] (and all reproductions thereof) (“[[Company:Organization]] Property”).

such property becoming an Excluded Asset, Excluded Equity Interest or an asset owned by an Excluded Subsidiary;

Notwithstanding anything to the contrary contained in [clauses (a) through (m) above], the security interest created by this Agreement shall not extend to, no Lien is hereby granted on, and the term “Pledged Collateral” shall not include, any Excluded Property, and to the extent that any Pledged Collateral later becomes Excluded Property, the Lien granted hereunder on any such Excluded Property will automatically be deemed to have been released; provided that, if any Excluded Property would have otherwise constituted Pledged Collateral, when such property shall cease to be Excluded Property, such property shall be deemed at all times from and after the date thereof to constitute Pledged Collateral.

“Excluded Sale-Leasebacks” means the Sale-Leasebacks related to the Excluded Property.

“Excluded Property” means:

provided that, in any event, # the proceeds received by any Loan Party from the sale, transfer or other disposition of any Excluded Property shall only constitute Excluded Property if such proceeds meet any of the requirements set forth in [clauses (a) through (g) above] and # property of the Borrower or any Domestic Subsidiary that constitutes collateral for any Permitted ABL Debt shall not constitute Excluded Property.

“Excluded Property” means, collectively:

No assets of Company are excluded from this Agreement. The Company and Shareholders understand and agree that this Agreement represents a purchase of all the Shares of Company by the Buyer, and that all assets of Company, including cash, accounts receivable, inventory, and work in progress shall be sold in the sale and transfer to Buyer. Additionally, the Company and Shareholders understand and agree that at the time of closing there shall be no material adverse change to Company’s working capital (consisting of Cash+AR-AP+inventory+WIP) as of the balance sheet date of August 31, 2021.

Other assets shall be deemed to be “Excluded Property” if the Administrative Agent and the Borrower reasonably agree in writing that the cost of obtaining or perfecting a security interest in such assets is excessive in relation to the value of such assets as Collateral. Further, no actions shall be required in order to create or perfect any security interest in any assets located outside of the United States and no foreign law security or pledge agreements, foreign law mortgages or deeds or foreign intellectual property filings or searches shall be required. Notwithstanding anything herein or the Collateral Documents to the contrary, Excluded Property shall not include any Proceeds (as defined in the UCC), substitutions or replacements of any Excluded Property (unless such Proceeds, substitutions or replacements would otherwise constitute Excluded Property referred to above).