Closing Encumbrances definition

Closing Encumbrances means (i) statutory liens for current Taxes or assessments not yet due or delinquent or the validity or amount of which is being contested in good faith by appropriate proceedings, (ii) zoning, entitlement, conservation restriction and other land use and environmental regulations by governmental authorities which, individually or in the aggregate, do not materially interfere with the present use or operation or materially impact the value of the Purchased Assets or the Business, (iii) all exceptions, restrictions, easements, charges, rights-of-way and other Encumbrances set forth in any state, local or municipal franchise under which the Business is conducted which, individually or in the aggregate, do not materially interfere with the present use or operation or materially impact the value of the Purchased Assets or the Business, and (iv) such other liens, imperfections in or failure of title, charges, easements, rights-of-way, encroachments, exceptions, restrictions and encumbrances which, when considered with the items referred to in clauses (i), (ii) and (iii), do not materially interfere with the present use or operation of the Purchased Assets or the Business or materially impact the value of the Purchased Assets or the Business and neither secure indebtedness or the payment of the deferred purchase price of property nor individually or in the aggregate create a Material Adverse Effect.
Sample 1Sample 2Sample 3
Closing Encumbrances means (i) statutory liens for current Taxes or assessments not yet due or delinquent or the validity or amount of which is being contested in good faith by appropriate proceedings, (ii) zoning, entitlement, conservation restriction and other land use and environmental regulations by governmental authorities which do not materially interfere with the present use or materially impact the value of the Purchased Assets (provided that the Purchased Assets are in compliance in all material respects with all such regulations as of the Closing Date), (iii) all exceptions, restrictions, servitudes, easements, charges, rights-of-way and other Encumbrances set forth in the public records of any state, provincial, local or municipal recorder under which the Business is conducted which do not materially interfere with the present use or materially impact the value of the Purchased Assets and (iv) such other liens, imperfections in title, charges, easements, rights-of-way, encroachments, exceptions, restrictions and encumbrances which do not (x) materially interfere with the present use of the Purchased Assets, (y) secure indebtedness or the payment of the deferred purchase price of property or (z) individually or in the aggregate create a Material Adverse Effect.
Sample 1
Closing Encumbrances means (i) statutory liens for current Taxes or assessments not yet due or delinquent, (ii) zoning, entitlement, conservation restriction and other land use and environmental regulations by Governmental Authorities which do not materially interfere with the present use or materially impact the value of the Purchased Assets, (iii) all exceptions, restrictions, easements, charges, rights-of-way and other non-monetary Encumbrances set forth in any state, local or municipal franchise under which the Business is conducted which do not materially interfere with the present use or materially impact the value of the Purchased Assets, and (iv) such other imperfections in or failure of title, non-monetary easements, rights-of-way, encroachments, exceptions and restrictions which do not materially interfere with the present use of the Purchased Assets and neither secure indebtedness or the payment of the deferred purchase price of property, nor individually or in the aggregate create a Material Adverse Effect.
Sample 1

Examples of Closing Encumbrances in a sentence

  • Upon the terms and subject to the satisfaction of the conditions contained in this Agreement, at the Closing, PCMCI and IIH shall sell, assign, convey, transfer and deliver to the Buyer the Shares, and the Buyer shall, by payment of the Purchase Price, purchase and acquire from PCMCI and IIH, free and clear of all Encumbrances (except for Closing Encumbrances), all of the right, title and interest that PCMCI and IIH possess in the Shares.

  • Except as set forth on Schedule 5.2 none of the Securities are subject to (a) preemptive rights or any other similar rights of the stockholders of the Company or (b) immediately prior to the Closing, Encumbrances.

  • The Sellers hereby sell, assign, transfer, convey and deliver to the Buyer and its successors and assigns free and clear of all Encumbrances (other than Closing Encumbrances) the entire right, title and interest of the Sellers in, to and under the Purchased Assets, other than those Purchased Assets sold, assigned, transferred, conveyed and delivered to the Canadian Buyer pursuant to the Canadian Sale Documents (the "Non-Canadian Purchased Assets").

  • From time to time on or after the Closing Date, the Sellers shall, at the Buyer's expense, execute and deliver such documents to the Buyer Parties as the Buyer may reasonably request in order to more effectively vest in the Buyer Parties the Seller Parties' title to the Purchased Assets subject to Closing Encumbrances.

  • The Sellers have good and valid title to the Purchased Assets owned by each of them and at the Closing the Buyer Parties shall acquire all of the Sellers' right, title and interest in, to and under (subject to such being assumed and assigned in accordance with Section 2.6), all of the Purchased Assets, in each case free and clear of all Encumbrances except for Closing Encumbrances.

  • At the Closing, the Buyers shall acquire (a) all of the Sellers' right, title and interest in, to and under (subject to such being assumed and assigned in accordance with Section 2.6) all of the Purchased Assets, in each case free and clear of all Encumbrances except for Closing Encumbrances and (b) the Shares free and clear of all Encumbrances.

  • These risks are best handled via a combination of due diligence, splitting the work across several geographies, and insurance (Albaum, Albaum, & Duerr, 2008).

  • At the Closing, the Foreign Corporations' right, title and interest in their assets shall be free and clear of all Encumbrances except for Closing Encumbrances.

  • Immediately before the Closing, the Company will have good title to its assets, free from all Liens except Permitted Closing Encumbrances.

  • The Sellers hereby sell, assign, transfer, convey, grant, bargain, set over, release, deliver, vest and confirm unto the Buyer, and its successors and assigns, forever, the entire right, title and interest of the Sellers free and clear of all Encumbrances (other than Closing Encumbrances) in and to any and all of the Purchased Assets.

Related to Closing Encumbrances

  • Permitted Real Property Encumbrances means (i) those liens, encumbrances and other matters affecting title to any Mortgaged Property listed in the applicable title policy in respect thereof (or any update thereto) and found, on the date of delivery of such title policy to the Administrative Agent in accordance with the terms hereof, reasonably acceptable by the Administrative Agent, (ii) as to any particular real property at any time, such easements, encroachments, covenants, restrictions, rights of way, minor defects, irregularities or encumbrances on title which do not, in the reasonable opinion of the Administrative Agent, materially impair such real property for the purpose for which it is held by the mortgagor or owner, as the case may be, thereof, or the Lien held by the Administrative Agent, (iii) municipal and zoning laws, regulations, codes and ordinances, which are not violated in any material respect by the existing improvements and the present use made by the mortgagor or owner, as the case may be, of such real property, (iv) general real estate taxes and assessments not yet delinquent, and (v) such other items as the Administrative Agent may consent to.

  • Permitted Encumbrances means:

  • Blanket encumbrance means a trust deed or mortgage or any other lien or encumbrance,

  • Seller Liens shall have the meaning set forth in Section 4.3.

  • Encumbrances means any mortgages, pledges, liens, security interests, conditional and installment sale agreements, activity and use limitations, conservation easements, deed restrictions, encumbrances and charges of any kind.

  • Permitted Encumbrance means, with respect to any Mortgaged Property, such exceptions to title as are set forth in the Mortgage Policy delivered with respect thereto, all of which exceptions must be acceptable to the Administrative Agent in its reasonable discretion.

  • Title V means Title V of the federal Act for the Senior Community Service Employment Program for Older Americans.

  • Real Property Interests means all interests in real property of whatever nature, including easements, whether as owner or holder of a Security Interest, lessor, sublessor, lessee, sublessee or otherwise.

  • Acquired Assets has the meaning set forth in Section 2.1.

  • Assumed Leases has the meaning set forth in Section 2.6(b).

  • Permitted Exceptions shall have the meaning set forth in Section 4.3.

  • Purchased Assets has the meaning set forth in Section 2.1.

  • Permitted Liens means, with respect to any Person:

  • Seller’s Closing Documents as defined in Section 3.2(a).

  • Leasehold Interests means all of each Loan Party’s right, title and interest in and to, and as lessee of, the premises identified as leased Real Property on Schedule 4.4 hereto.

  • Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.

  • Assumed Liabilities has the meaning set forth in Section 2.3.

  • Assumed Contracts has the meaning set forth in Section 2.1(d).

  • Purchased Contracts has the meaning set forth in Section 2.1.1(a).

  • Title Defect Property has the meaning set forth in Section 6.2(a).

  • Transferred Assets means the assets, rights and properties of the Sellers that the Purchasers shall acquire as of the Closing.

  • Conveyed Assets shall have the meaning set forth in Section 2.01.

  • Permitted Exception means (a) liens for Taxes and other governmental charges and assessments which are not yet due and payable, (b) liens of landlords and liens of carriers, warehousemen, mechanics and materialmen and other like liens arising in the ordinary course of business for sums not yet due and payable, (c) other liens or imperfections on property which are not material in amount or do not materially detract from the value or the existing use of the property affected by such lien or imperfection, (d) such statements of fact and exceptions shown on any title insurance policies delivered to Global.

  • Purchased Interests has the meaning set forth in the Recitals.

  • Permitted Existing Liens means the Liens on assets of the Company and its Subsidiaries identified as such on Schedule 1.1.3 to this Agreement.

  • Pre-Closing Environmental Liabilities means all environmental conditions at or arising from operations at the Owned Real Property at any time prior to the Closing Date, irrespective of the date of its discovery, including arising as a result of the presence or any Release of any Hazardous Substance on, at, under or migrating onto or from the Owned Real Property, including any environmental conditions on, at, under or migrating onto or from the Owned Real Property in Schedule 1.1(3).