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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 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 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 Exceptions. Notwithstanding Section 2.1, the Sponsor Entities may engage in the following activities under the following circumstances: (a) the ownership, operation, expansion, replacement, return to service, repair, sale, divestment, merger with another entity, suspension, operation or shutdown of any of the Retained Assets; (b) the acquisition, construction, ownership or operation of any assets that are within, substantially dedicated to, or an integral part of any refinery, commercial or marketing activity (except as identified in another subsection of this Section 2.2) owned, acquired or constructed by the Sponsor Entities; (c) the acquisition, construction, ownership or operation of any asset, group of assets or business that has a fair market value (as determined in good faith by the Board of Directors of the Sponsor Entity that will own such asset, group of assets or business) of less than $25 million; (d) the acquisition, construction, ownership or operation of any asset, group of assets or business that has a fair market value (as determined in good faith by the Board of Directors of the Sponsor Entity that will own such asset, group of assets or business) of $25 million or more if the Partnership has been offered the opportunity to purchase such asset, group of assets or business in accordance with the procedures set forth in Section 2.3 and the Partnership has elected not to purchase such asset, group of assets or business; (e) the acquisition, construction, ownership or operation of any asset, group of assets or business that has a fair market value (as determined in good faith by the Board of Directors of the Sponsor Entity that will own such asset, group of assets or business) of $25 million or more but where such crude oil or refined products pipelines, terminals or storage facilities comprise less than half of the fair market value (as determined in good faith by the Board of Directors of the Sponsor Entity that will own such asset, group of assets or business) of the total package of assets and/or businesses acquired or constructed by the Sponsor Entities and its Subsidiaries if the Partnership has been offered the opportunity to purchase the crude oil or refined products pipelines, terminals or storage facility assets and/or businesses in accordance with the procedures set forth in Section 2.3 and the Partnership has elected not to purchase such asset, group of assets and/or businesses; (f) the purchase and ownership of a non-controlling interest in ...
Permitted Exceptions. The Property shall be conveyed to Buyer subject to the following (collectively, the "Permitted Exceptions"): (i) Zoning regulations and ordinances, municipal building restrictions, environmental quality or land use restrictions or regulations and all other laws, ordinances, regulations, restrictions or other action of any public authority or other body having or exercising jurisdiction over the Property; (ii) Consents by Sellers or any former owner of the Property for the erection of any structure or structures on, under or above any street or streets on which the Property may abut; (iii) Any state of facts as would be shown by an accurate current survey or inspection of the Property, provided the same do not interfere with or prohibit the use of the Property as presently utilized, except that to the extent that improvements (a) on any parcel adjacent to the Property shall encroach upon the Property, such encroachment shall not be or be deemed to be an objection to title if such encroachment does not materially interfere with the present use and maintenance of the Property; and (b) on the Property shall encroach on any adjacent parcel or any street abutting the Property, such encroachment shall not be or be deemed to be an objection to title if the Title Company (as hereinafter defined) shall insure (without additional cost to Buyer) that such encroachment may remain as long as the relevant Building shall stand; (iv) Covenants, restrictions, reservations, conditions, easements and agreements of record, as set forth on Exhibits B-0, X-0 and B-3 hereof or otherwise furnished to Buyer during the Review Period; (v) Utility and telephone company rights and easements of record to maintain, install or remove poles, wires, cables, pipes, boxes and other facilities and equipment in, over and upon the Property; (vi) The lien of franchise taxes of any corporation in the chain of title to the Property, or the lien of any judgment, transfer tax, inheritance tax, estate tax or any other similar lien, provided the Title Company will, at the Closing, insure (at no additional cost to Buyer) Buyer against collection of such judgment, taxes or liens from the Property; (vii) Rights of tenants, licensees or other permittees of the Property set forth in Exhibit "F" annexed hereto (and subtenant and licensees thereof) under the terms and conditions of all leases, options or rights of first refusal to purchase and the other agreements affecting any space in the Property (collecti...
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.