Closing Permitted Encumbrances definition

Closing Permitted Encumbrances means the title exceptions set forth on Schedule IX hereto.
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Closing Permitted Encumbrances means any Purchase Option Permitted Encumbrances other than those (i) that secure any form of Facility Debt or any other monetary obligation (other than Liens for Taxes not yet due), (ii) arising under subsection (f) (other than Liens imposed or asserted by Buyers) under the definition of “Purchase Option Permitted Encumbrances,” and (iii) otherwise accepted by Buyers’ Agent in writing.
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Closing Permitted Encumbrances means all Pre-Closing Permitted Encumbrances other than those described in clause (ii) of the definition of Pre-Closing Permitted Encumbrances.
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Examples of Closing Permitted Encumbrances in a sentence

  • Title to the Facility Assets shall be free and clear at the Closing of all Liens other than Closing Permitted Encumbrances.

  • Title to the Real Property shall be free and clear at the Closing of all Liens other than Closing Permitted Encumbrances.

  • The Issuer is the exclusive owner of the Collateral (including the Royalties), free and clear of all Liens, other than, in the case of the Initial Closing, Liens pursuant to the Revenue Interest Assignment Agreement, which shall be released or on prior to such Closing, and in the case of the Additional Closing, Permitted Encumbrances.

  • Upon the Closing, Exercising Buyers will acquire good and marketable fee title to the Real Property free and clear of all Liens, except for Closing Permitted Encumbrances.

  • Upon the Closing, Exercising Buyers will acquire good (and with respect to the Real Property Interests, marketable) title to the Facility Assets free and clear of all Liens, except for Closing Permitted Encumbrances.

  • Upon consummation of the transactions contemplated hereby, Purchaser (or ISR Purchaser, as the case may be) shall acquire exclusive, good and marketable title to (and, in the case of any leased Purchased Assets, valid leasehold interests in) each of the Purchased Assets, free and clear of all Encumbrances except for Closing Permitted Encumbrances and as disclosed in Schedule 3.7(a).

  • If the term of the Company expires, or the application for the dissolution of the Company is approved, of if the Contract is terminated or the Company dissolved under other circumstances, the liquidation of the Company shall be carried out in accordance with relevant laws of China, the Contract and these Articles of Association.

  • Following the Schedule Delivery Date and prior to the determination of the Tentative Purchase Price, Buyers’ Agent shall provide Seller with a written notice setting forth Buyers’ Agent’s approval of any Liens with respect to the Facility Assets that Buyers’ Agent expressly approves for inclusion as Closing Permitted Encumbrances.

  • Agent shall have received a date-down endorsement to the Title Insurance Policy, which shall, among other things, remove the Closing Permitted Encumbrances from the exceptions to the Title Insurance Policy and insure that since the date of the Title Insurance Policy, there has been no change in the status of title to the Mortgaged Property.

  • To Seller's knowledge, at Closing, Seller will convey to Buyer the Assets (including the MSCG Inventory), free and clear of any Liens except the Closing Permitted Encumbrances.


More Definitions of Closing Permitted Encumbrances

Closing Permitted Encumbrances means any Existing Encumbrances other than Liens relating to any Indebtedness or which otherwise secure any Liability under any Contract on the Purchased Assets.
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Closing Permitted Encumbrances means (i) Encumbrances attributable to Taxes, assessments or other charges of an Governmental Authority not then delinquent or being contested in good faith as described in the Disclosure Letter, and (ii) any mechanic’s, worker’s, repairer’s, supplier’s, vendor’s or like Encumbrances securing obligations arising in the Ordinary Course of Business that are not then delinquent or are being contested in good faith as described in the Disclosure Letter (and in each case, as to which adequate reserves have been established on the books of Seller in accordance with GAAP).
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Related to Closing Permitted Encumbrances

  • Permitted Encumbrances means:

  • 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.

  • 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.

  • Company Permitted Liens means (i) mechanics’, materialmen’s, carriers’, workmen’s, repairmen’s, vendors’, operators’ or other like Liens, if any, arising in the ordinary course of business of the Company; (ii) Liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business; (iii) title defects or Liens (other than those constituting Liens for the payment of Indebtedness), if any, that do not or would not, individually or in the aggregate, impair in any material respect the use or occupancy of the assets of the Company and its Subsidiaries, taken as a whole; (iv) Liens for Taxes that are not yet due or payable or that may thereafter be paid without penalty being contested in good faith and for which adequate accruals or reserves have been established in accordance with GAAP; (v) Liens supporting surety bonds, performance bonds and similar obligations issued in the ordinary course of business of the Company and its Subsidiaries; (vi) Liens not created by the Company or its Subsidiaries that affect the underlying fee interest of a Company Leased Real Property; (vii) Liens that are disclosed on the most recent consolidated balance sheet of the Company included in the Company Filed SEC Documents or notes thereto or securing liabilities reflected on such balance sheet; (viii) Liens arising under or pursuant to the organizational documents of the Company or any of its Subsidiaries; (ix) grants to others of Rights-of-Way, surface leases or crossing rights and amendments, modifications, and releases of Rights-of-Way, surface leases or crossing rights in the ordinary course of business; (x) with respect to Rights-of-Way, restrictions on the exercise of any of the rights under a granting instrument that are set forth therein or in another executed agreement, that is of public record or to which the Company or any of its Subsidiaries otherwise has access, between the parties thereto; (xi) Liens which an accurate up-to-date survey would show; (xii) Liens resulting from any facts or circumstances relating to Parent or any of its Affiliates; and (xiii) Liens that do not and would not reasonably be expected to materially impair the continued use of a Company Owned Real Property or a Company Leased Real Property as presently operated.

  • Permitted Liens means, with respect to any Person:

  • Customary Permitted Liens means, with respect to any Person, any of the following Liens:

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

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

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

  • Liens means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.

  • Excepted Liens means: (i) Liens for taxes, assessments or other governmental charges or levies not yet due or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained; (ii) Liens in connection with workmen's compensation, unemployment insurance or other social security, old age pension or public liability obligations not yet due or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP; (iii) operators', vendors', carriers', warehousemen's, repairmen's, mechanics', workmen's, materialmen's, construction or other like Liens arising by operation of law in the ordinary course of business or statutory landlord's liens, each of which is in respect of obligations that have not been outstanding more than ninety (90) days or which are being contested in good faith by appropriate proceedings and for which adequate reserves have been maintained in accordance with GAAP; (iv) any Liens reserved in leases for rent and for compliance with the terms of leases in the case of leasehold estates, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Company or any Subsidiary or materially impair the value of such Property subject thereto; (v) encumbrances (other than to secure the payment of borrowed money or the deferred purchase price of Property or services), easements, restrictions, servitudes, permits, conditions, covenants, exceptions or reservations in any rights of way or other Property of the Company or any Subsidiary for the purpose of roads, pipelines, transmission lines, transportation lines, distribution lines for the removal of gas, oil, coal or other minerals or timber, and other like purposes, or for the joint or common use of real estate, rights of way, facilities and equipment, and defects, irregularities, zoning restrictions and deficiencies in title of any rights of way or other Property which in the aggregate do not materially impair the use of such rights of way or other Property for the purposes of which such rights of way and other Property are held by the Company or any Subsidiary or materially impair the value of such Property subject thereto; (vi) deposits of cash or securities to secure the performance of bids, trade contracts, leases, statutory obligations and other obligations of a like nature incurred in the ordinary course of business; and (vii) Liens permitted by the Senior Credit Documents.

  • Environmental Liens shall have the meaning set forth in Section 5.1.19 hereof.

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

  • Prior Liens means Liens which, pursuant to the provisions of any Security Document, are or may be superior to the Lien of such Security Document.

  • Title V Permit means an operating permit under Title V of the Act.

  • Existing Liens means Liens on the property or assets of the Company and/or any of its Subsidiaries existing on the date of this Indenture securing Indebtedness of the Company or any of its Subsidiaries (other than Liens incurred pursuant to clause (1) of Section 4.07 hereof).

  • 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.

  • Permitted Prior Liens means Permitted Liens described in clauses (c), (f), (g), (h), (j), (k) (to the extent permitted under the Control Agreements relating to the deposit accounts subject to the Permitted Liens described in clause (k)) and (m) of the defined term “Permitted Liens” and as set forth in the Schedule.

  • Landlord Liens means liens on or against the Leased Property or any payment of Rent (a) which result from any act of, or any claim against, Landlord or any owner of a direct or indirect interest in the Leased Property (other than the lessor under any ground lease affecting any portion of the Leased Property), or which result from any violation by Landlord of any terms of this Agreement, or (b) which result from liens in favor of any taxing authority by reason of any tax owed by Landlord or any fee owner of a direct or indirect interest in the Leased Property (other than the lessor under any ground lease affecting any portion of the Leased Property); provided, however, that “Landlord Lien” shall not include any lien resulting from any tax for which Tenant is obligated to pay or indemnify Landlord against until such time as Tenant shall have already paid to or on behalf of Landlord the tax or the required indemnity with respect to the same.

  • Permitted Equity Interests means common stock of the Borrower that after its issuance is not subject to any agreement between the holder of such common stock and the Borrower where the Borrower is required to purchase, redeem, retire, acquire, cancel or terminate any such common stock.

  • Permitted Title Exceptions means those exceptions to title to the Real Property that are satisfactory to the Acquiror as determined pursuant to Section 2.2.

  • 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.

  • Permitted Priority Liens means Liens permitted under any of the clauses (b), (c), (d), (e), (f) or (i) of Section 9.02.

  • Transferred Real Property means (a) the Transferred Owned Real Property and (b) the premises that is subject to the Transferred Real Property Leases.

  • Permitted Licenses are (A) licenses of over-the-counter software that is commercially available to the public, and (B) non-exclusive and exclusive licenses for the use of the Intellectual Property of Borrower or any of its Subsidiaries entered into in the ordinary course of business, provided, that, with respect to each such license described in clause (B), (i) no Event of Default has occurred or is continuing at the time of such license; (ii) the license constitutes an arms-length transaction, the terms of which, on their face, do not provide for a sale or assignment of any Intellectual Property and do not restrict the ability of Borrower or any of its Subsidiaries, as applicable, to pledge, grant a security interest in or lien on, or assign or otherwise Transfer any Intellectual Property; (iii) in the case of any exclusive license, (x) Borrower delivers ten (10) days’ prior written notice and a brief summary of the terms of the proposed license to Collateral Agent and the Lenders and delivers to Collateral Agent and the Lenders copies of the final executed licensing documents in connection with the exclusive license promptly upon consummation thereof, and (y) any such license could not result in a legal transfer of title of the licensed property but may be exclusive in respects other than territory and may be exclusive as to territory only as to discrete geographical areas outside of the United States; and (iv) all upfront payments, royalties, milestone payments or other proceeds arising from the licensing agreement that are payable to Borrower or any of its Subsidiaries are paid to a Deposit Account that is governed by a Control Agreement.