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.

Excluded Action or Omissions. To Indemnify Indemnitee for Expenses resulting from acts, omissions or transactions for which Indemnitee is prohibited by applicable law from being Indemnified, as determined by a court of competent jurisdiction in a final adjudication (as to which all rights of appeal therefrom have been exhausted or lapsed); provided, however, that notwithstanding any limitation set forth in this [Section 9(a)] regarding the Company’s obligation to Indemnify Indemnitee, Indemnitee shall be entitled under Section 3 hereof to receive Expense Advances with respect to any such Claim unless and until a court having jurisdiction over the underlying Claim shall have made a final judicial determination (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee has engaged in acts, omissions or transactions for which Indemnitee is prohibited by applicable law from being Indemnified.

Notwithstanding anything to the contrary in this Agreement, in no event shall the Seller be deemed to sell, transfer, assign, convey or deliver any of the Excluded Assets to the Buyer, and the Seller shall retain all right, title and interest to, in and under, and all Liabilities with respect to, the Excluded Assets. For all purposes of and under this Agreement, the term “Excluded Assets” shall mean only the following items, assets and properties of the Seller:

“Excluded Property” shall have the meaning set forth in the definition of Collateral.