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Permitted Exceptions Sample Clauses

Permitted ExceptionsThe Property shall be conveyed subject to the matters which are, or are deemed to be, Permitted Exceptions pursuant to Article II hereof (herein referred to collectively as the “Permitted Exceptions”).
Permitted ExceptionsThe Premises are sold and shall be conveyed subject to: (a) Zoning and subdivision laws and regulations, and landmark, historic or wetlands designation, provided that they are not violated by the existing buildings and improvements erected on the property or their use; (b) Consents for the erection of any structures on, under or above any streets on which the Premises abut; (c) Encroachment of xxxxxx, areas, cellar steps, trim and cornices, if any, upon any street or highway; (d) Real estate taxes that are a lien, but are not yet due and payable; and (e) The other matters, if any, including a survey exception, set forth in a Rider attached.
Permitted ExceptionsThe Deed delivered pursuant to this Contract shall be subject to the following, all of which shall be deemed "Permitted Exceptions": 4.4.1 All matters shown in the Title Documents and the Survey, other than (a) those Objections, if any, which Seller has agreed to cure pursuant to the Response Notice under Section 4.3, (b) mechanics' liens and taxes due and payable with respect to the period preceding Closing, (c) the standard exception regarding the rights of parties in possession, which shall be modified to be limited to those parties in possession pursuant to the Leases, and (d) the standard exception pertaining to taxes and assessments, which shall be limited to taxes and assessments not yet due and payable as of the Closing Date; 4.4.2 All Leases; 4.4.3 Applicable zoning and governmental regulations and ordinances; 4.4.4 Any defects in or objections to title to the Property, or title exceptions or encumbrances, arising by, through or under Purchaser.
Permitted Exceptions. Notwithstanding any provision of Section 3.1 to the contrary, the restrictions in this Agreement shall not prevent any Partnership Group Member from: (a) owning, operating or chartering any Non-Five-Year Vessel that was previously a Five-Year Vessel while owned by any Partnership Group Member; (b) acquiring one or more Non-Five-Year Vessels as part of the acquisition of a controlling interest in a business or package of assets and owning, operating or chartering those Non-Five-Year Vessels; provided, however, that: (i) if less than a majority of the value of the business or assets acquired is attributable to Non-Five-Year Vessels, as determined in good faith by the Board, such Partnership Group Member must offer to sell such Non-Five-Year Vessels to Höegh for their fair market value plus any applicable Break-up Costs in accordance with the procedures set forth in Section 4.1; and (ii) if a majority or more of the value of the business or assets acquired is attributable to Non-Five-Year Vessels, as determined in good faith by the Board, the MLP shall notify Höegh of the proposed acquisition in writing. Höegh shall, not later than the 10th calendar day following receipt of such notice, notify the MLP if it or any other Höegh Entity wishes to acquire any Non-Five-Year Vessel forming part of that business or package of assets in cooperation and simultaneously with the Partnership Group Member acquiring the Five-Year Vessels forming part of that business or package of assets. If Höegh does not notify the MLP of its intent to pursue the acquisition within such 10 calendar days, the Partnership Group Member may proceed with the acquisition and then offer to sell such Non-Five-Year Vessels to Höegh as provided in Section 3.2(b)(i); (c) acquiring, owning, operating or chartering any Non-Five-Year Vessel that is subject to an offer to purchase by a Höegh Entity as described in Section 3.2(b) pending the offer of such Non-Five-Year Vessel to Höegh and Höegh’s determination pursuant to Section 4.1 whether to purchase the Five-Year Vessel and, if Höegh has determined to purchase or cause any Höegh Entity to purchase such Five-Year Vessel, pending the closing of such purchase; or (d) acquiring, owning, operating or chartering Non-Five-Year Vessels if Höegh has previously advised the MLP that it consents to such acquisition, ownership, operation or charter.
Permitted Exceptions. Notwithstanding any provision of Section 2.1 to the contrary, the Delek Entities may engage in the following activities under the following circumstances (collectively, the “Permitted Exceptions”): (a) the ownership and/or operation of any of the Retained Assets (including replacements or expansions of the Retained Assets); (b) the acquisition, ownership or operation of any logistics asset, including, without limitation, any crude oil or refined products pipeline, terminal or storage facility, that is (i) acquired or constructed by a Delek Entity and (ii) within, substantially dedicated to, or an integral part of, any refinery owned, acquired or constructed by a Delek Entity; (c) the acquisition, ownership or operation of any asset or group of related assets used in the activities described in Section 2.1 that are acquired or constructed by a Delek Entity after November 7, 2012 (excluding assets acquired or constructed pursuant to Section 2.2(b) other than those assets described on Schedule VII) (the “Subject Assets”) if: (i) the fair market value (as determined in good faith by the Board of Directors of the Delek Entity that will own the Subject Assets) of the Subject Assets is less than $5.0 million at the time of such acquisition by the Delek Entity or completion of construction, as the case may be; (ii) in the case of an acquisition or the construction of the Subject Assets with a fair market value (as determined in good faith by the Board of Directors of the Delek Entity that will own the Subject Assets) equal to or greater than $5.0 million at the time of such acquisition by a Delek Entity or the completion of construction, as applicable, the Partnership has been offered the opportunity to purchase the Subject Assets in accordance with Section 2.3 and the Partnership has elected not to purchase the Subject Assets; or (iii) notwithstanding Section 2.2(c)(i) and Section 2.2(c)(ii), the Subject Assets described on Schedule VII; (d) the purchase and ownership of a non-controlling interest in any publicly traded entity engaged in any Restricted Activities; and (e) the ownership of equity interests in the General Partner and the Partnership Group.
Permitted ExceptionsThe Permitted Exceptions do not materially and adversely affect (1) the ability of the Borrower to pay in full the principal and interest on the Note in the manner provided for therein or (2) the use of the Property for the use currently being made thereof, the operation of the Property as currently being operated or the value of the Property.
Permitted ExceptionsAt the Closing, Seller shall convey and Purchaser shall accept fee simple title to the Real Property subject only to the following exceptions to title (the “Permitted Exceptions”): (1) any state of facts shown (x) on the Survey or (y) any updates to the Survey (which matters shown on any update to the Survey do not impact the value of the Property or the use of the Property for its current use, other than in an immaterial manner); (2) any exclusions from coverage set forth in the Purchaser’s Pro Forma Title Policy; (3) all laws, municipal ordinances, orders, designations or requirements issued by any federal, state, municipal or other governmental department, agency or bureau or any other governmental authority having jurisdiction over the Property (each, a “Governmental Authority”), as the same now exist or may be hereafter modified, supplemented or promulgated; provided, however, that the foregoing is not intended to modify or limit Seller’s representations, warranties or covenants contained in this Agreement or Purchaser’s rights with respect to a breach thereof; (4) all presently existing and future liens of real estate taxes or assessments and water rates, water meter charges, water frontage charges and sewer taxes, rents and charges, if any, provided that such items are not due and payable prior to the Closing Date and/or are apportioned as provided in this Agreement; (5) all violations of law, municipal ordinances, orders, designations or requirements issued by any Governmental Authority having jurisdiction over the Property (collectively, “Violations”); provided, however, that the foregoing is not intended to modify or limit Seller’s representations, warranties or covenants contained in this Agreement or Purchaser’s rights with respect to a breach thereof; (6) such matters as the Title Company shall be willing to omit as exceptions to coverage at no cost or expense to Purchaser with respect to the Title Policy issued by the Title Company on the Closing Date; (7) all utility easements of record;
Permitted Exceptions. Notwithstanding any provision of Section 3.1 to the contrary, the Teekay Entities and the LNG Partnership Group Members may engage in the following activities under any of the following circumstances: (a) the ownership, operation and/or chartering of Offshore Assets that are not subject to a Qualifying Contract; (b) the ownership, operation and/or chartering of any Offshore Assets that they acquire after the date of this Agreement if: (i) such Offshore Assets are acquired as part of a business or package of assets in a transaction in which the fair market value of such Offshore Assets represents less than a majority of the fair market value of the total assets or business acquired (fair market value as determined in good faith by the board of directors of Teekay or Teekay LNG General Partner's Conflicts Committee, as applicable); and (ii) the Teekay Entity or the LNG Partnership Group Member has offered Teekay Offshore General Partner the opportunity for any of the Teekay Offshore Partnership Group Members to purchase such Offshore Assets in accordance with the procedures set forth in Section 5.1 and Teekay Offshore General Partner, with the approval of Teekay Offshore General Partner's Conflicts Committee, has elected not to cause any Teekay Offshore Partnership Group Member to purchase such Offshore Assets; (c) the ownership, operation and/or chartering of Offshore Assets that (i) are subject to an offer to purchase by a Teekay Entity or an LNG Partnership Group Member as described in Section 3.2(b)(ii), or (ii) subject to Section 5.1, relate to a tender, bid or award for a proposed offshore project that a Teekay Entity has submitted or received (or hereafter submits or receives), including Qualifying Petrojarl Joint Venture Offshore Projects and the Existing Offshore Project Assets (such Offshore Assets in clause (ii) being referred to herein as "Bid Offshore Assets"), in each case pending the applicable offer of such Offshore Assets to Teekay Offshore General Partner and Teekay Offshore General Partner's determination pursuant to Section 5.1 whether to purchase the Offshore Assets and, if Teekay Offshore General Partner's Conflicts Committee determines to cause a Teekay Offshore Partnership Group Member to purchase such Offshore Assets, pending the closing of such purchase; (d) the provision by Teekay Entities of ship management services relating to an Offshore Restricted Business; (e) the acquisition of up to a 9.9% equity ownership, voting or profit ...
Permitted Exceptions. Buyer agrees to accept title, title insurance and any survey subject to and notwithstanding any of the following matters (collectively, the “Permitted Exceptions”): (a) existing roads, utilities and drains; (b) any visible or apparent use; (c) any variation between a deeded boundary line and a fence line, field line, ditch line or other visible or apparent occupancy or occupancy line; (d) any easement, condition, restriction or other matter of record (except liens); (e) any outstanding right or severance as to minerals; (f) any recorded oil and gas lease, active or not; (g) a lien for property taxes or assessments not yet payable; (h) any matter disclosed in this Agreement; and/or (i) any matter (except liens) referenced or shown in the preliminary title insurance schedules described in Addendum A.