Goodwill and indefinite lived intangible assets

non-cash accounting write-downs of goodwill, other intangible assets, and fixed assets.

Intangible assets and property, plant and equipment

“Intangible Assets” means, with respect to any Subsidiary of the Borrower as of any date, intangible assets on the balance sheet of such Subsidiary as of such date prepared in accordance with GAAP, including patents and goodwill.

“Tangible Net Worth” means total assets less the sum of Intangible Assets and Total Indebtedness.

“Consolidated Tangible Net Worth” means, as of any date of determination, the excess of # Consolidated Total Assets minus the net book value under GAAP of intangible assets, to the extent included in Consolidated Total Assets, over # Consolidated Total Liabilities; provided that Residual Interests shall not be treated as intangible assets for purposes of this definition.

non-cash losses on sales of fixed assets or write-downs of fixed or intangible assets,

sold, transferred or otherwise disposed of any material assets, including without limitation technology and intangible assets;

“Intangible Assets” means assets that are considered to be intangible assets under GAAP, including customer lists, goodwill, computer software, copyrights, trade names, trademarks, patents, franchises, licenses, unamortized deferred charges, unamortized debt discount and capitalized research and development costs, but specifically excluding tenant improvement allowances, leasing commissions, and value of leases; and

#​ has not assigned, pledged, or otherwise conveyed or encumbered any Purchased Asset to any other Person, and immediately prior to the sale of such Purchased Asset to ​, ​ was the sole owner of such Purchased Asset and had