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.

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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.

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.

Examples of Closing Encumbrances in a sentence

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 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.
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.
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.
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 as the Buyer may reasonably request in order to more effectively vest in the Buyer the Sellers' title to the Purchased Assets, subject only to Closing Encumbrances.
To the Knowledge of the Company, the Leased Real Property is not subject to any Encumbrances, except for Permitted Encumbrances or, during the period from the date hereof to immediately prior to the Closing, Encumbrances which secure the Credit Documents (all of which shall be released in connection with the Closing).
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.
Each Party's right of termination under Section 6.1 is in addition to any other rights it may have under this Agreement or otherwise, and the exercise of such right of termination will not be an election of remedies.