Corporate Encumbrances definition

Corporate Encumbrances means (a) any transfer restrictions imposed by federal and state securities Laws or (b) any transfer restrictions contained in the Charter Documents of the Company existing as of the Closing Date.
Sample 1
Corporate Encumbrances means (a) any transfer restrictions imposed by federal and state securities Laws, (b) any transfer restrictions contained in the Organizational Documents of any Company Group Member existing as of the Execution Date, or (c) Liens in connection with this Agreement arising by, through or under Buyer or any of its Affiliates. “Damages” has the meaning provided such term in Section 6.3(c). “Data Room” means the “Datasite” data site maintained by Seller and its Representatives in connection with the transactions contemplated by this Agreement. “Determination Date” has the meaning provided such term in Section 2.3(e). “Dollars” and “$” mean the lawful currency of the United States. “Due Diligence Information” means the information provided or made available by Seller and the Company Group to Buyer or its Affiliates or their respective Representatives, including any information, document or other material provided or made available, or statements made, to Buyer or its Affiliates or their respective Representatives during site or office visits, in the Data Room, during management presentations or in supplemental due diligence information provided to Buyer or its Affiliates or their respective Representatives in connection with discussions or access to management of Seller or the Company Group or in any other form in expectation of the transactions contemplated by this Agreement. “Engineering Firm” has the meaning provided such term in Section 6.10(a). “Environmental Law” means any and all Laws pertaining to or regulating pollution, environmental protection, natural resource damages, waste management, the use, storage, generation, treatment, Release, remediation, removal, disposal or transport of a Hazardous Substance, including: the Comprehensive Environmental Response Compensation and Liability Act, as amended, 42 U.S.C. Section 9601 et seq.; the Resource Conservation and Recovery Act, as amended, 42 U.S.C. Section 6901 et seq.; the Toxic Substances Control Act, as amended, 15 U.S.C. Section 2601 et seq.; the Clean Air Act, as amended, 42 U.S.C. Section 7401 et seq.; the Federal Water Pollution Control Act, as amended, 33 U.S.C. Section 1251
Sample 1
Corporate Encumbrances means, with respect to the Equity Interests of any Person, (a) any transfer restrictions imposed by federal or state securities Laws, (b) any transfer restrictions contained in the Organizational Documents of such Person, (c) Liens created by this Agreement, (d) Liens arising by, through or under Buyer or any of its Affiliates or (e) Liens that shall be released, waived or otherwise terminated in connection with the Closing. “COVID-19” means the COVID-19 or SARS-CoV-2 virus, and any evolutions or mutations thereof or related or associated epidemics, pandemics, public health emergencies or disease outbreaks. “Creditors’ Rights” is defined in Section 3.2(b). “Current Assets” means the current assets of the Acquired Company as of the Measurement Time, as illustrated on and specifically including the line items listed on Annex 1 (excluding all Cash and Cash Equivalents), each determined in accordance with the Accounting Principles, but excluding any and all deferred Tax assets. “Current Liabilities” means the current Liabilities of the Acquired Company as of the Measurement Time, as illustrated on and specifically including the line items listed on Annex 1, each determined in accordance with the Accounting Principles, but excluding (a) any and all deferred Tax Liabilities, (b) any Debt of the Acquired Company, including the Closing Debt Amount, and (c) any Transaction Expenses. “D&O Claim” is defined in Section 7.4(a). “D&O Indemnified Persons” is defined in Section 7.4(a). “Debt” of any Person means, without duplication, (a) all indebtedness for borrowed money, (including all principal, accrued interest, premiums, late charges, collection fees, penalties, termination fees or breakage fees), (b) indebtedness evidenced by any note, bond, debenture, mortgage or other debt instrument or debt security, (c) any obligations of such Person for deferred and unpaid purchase price of property or services (other than trade payables and other obligations incurred in the ordinary course of business), conditional sale or title retention arrangements; (d) any reimbursement obligations of such Person with respect to letters of credit, banker’s acceptances issued for account of the Acquired Company, to the extent drawn; (e) any Liabilities of such Person under any interest rate swaps, collars, caps, foreign currency exchange agreement or similar hedging agreement (including any breakage cost or termination fee); (f) any “earn out” or other similar payment obligations of such P...
Sample 1

Examples of Corporate Encumbrances in a sentence

  • The Company owns all of the issued and outstanding Equity Interests of Company Subsidiary and holds such Equity Interests free and clear of all Liens, other than Corporate Encumbrances.

  • The Non-Op Interests are free and clear of all Liens, except for any Corporate Encumbrances.

  • On the terms and subject to the conditions set forth in this Agreement, Xxxxx agrees to purchase from Seller, and Xxxxxx agrees to sell, convey, transfer and assign to Buyer, at the Closing, the Acquired Company Interests, in each case, free and clear of all Liens, except for Corporate Encumbrances, for the consideration set forth in Section 2.02.

  • The consummation of the sale of the Acquired Interests hereunder will convey to Buyer good and valid title to the Acquired Interests, free and clear of all Liens, except for Corporate Encumbrances, and upon such sale to Buyer, Buyer will be the sole owner, beneficially and of record, of all of such Acquired Interests, free and clear of all Liens, except for Corporate Encumbrances.

  • On the terms and subject to the conditions set forth in this Agreement, Buyer hereby purchases from Seller, and Seller hereby sells, assigns, transfers and conveys to Buyer, at Closing, the Interests free and clear of all Liens (other than Corporate Encumbrances) for and in consideration of the Purchase Price payable in accordance with Section 2.2 below.

  • Subject to the terms and conditions of this Agreement, at the Closing, Seller shall sell, assign and transfer to Buyer, and Buyer shall purchase, acquire and accept, the Acquired Interests, free and clear of all Liens, other than Corporate Encumbrances.

  • The Interests are owned beneficially and of record by Xxxxxx, free and clear of all Liens, except for Corporate Encumbrances.

  • The consummation of the sale of the Membership Interests hereunder will convey to Buyer good and valid title to the Membership Interests, free and clear of all Liens, except for Corporate Encumbrances, and immediately following such sale to Buyer, Buyer will be the sole owner, beneficially and of record, of all of such Membership Interests, free and clear of all Liens, other than Corporate Encumbrances.

  • The consummation of the sale of the Acquired Company Interests hereunder will convey to Buyer good and valid title to the Acquired Company Interests, free and clear of all Liens, except for Corporate Encumbrances, and immediately following such sale to Buyer, Buyer will be the sole owner, beneficially and of record, directly or indirectly of all of such Equity Interests, free and clear of all Liens, other than Corporate Encumbrances.

  • Upon the terms and subject to the conditions contained in this Agreement, at the Closing, (a) Seller will sell, assign, transfer, convey and deliver to Buyer, and (b) Buyer will purchase, acquire and accept from Seller, the Membership Interests, free and clear of all Liens, other than Corporate Encumbrances.


More Definitions of Corporate Encumbrances

Corporate Encumbrances means (a) any transfer restrictions imposed by federal and state securities Laws, (b) any transfer restrictions contained in the Organizational Documents of any Company Group Member existing as of the Execution Date or (c) Liens in connection with this Agreement arising by, through or under Buyer or any of its Affiliates. “Creditors’ Rights” is defined in Section 3.2(b). “D&O Claim” is defined in Section 7.1(a). “D&O Indemnified Parties” is defined in Section 7.1(a). “Data Rooms” shall mean, collectively, the “Intralinks” data site maintained by Seller and its Representatives in connection with the transactions completed in this Agreement, available at xxxxx://xxxxxxxx.xxxxxxxxxx.xxx/web/index.html?#workspace/11431505/documents and the TPH Data Rooms. “Debt” of any Person means at any date, regardless of whether contingent, (a) all indebtedness for borrowed money or indebtedness issued or incurred in substitution or exchange for indebtedness for borrowed money (including all principal, accrued interest, premiums, penalties, termination fees or breakage fees but excluding trade accounts payable incurred in the ordinary course of business) whether or not represented by bonds, debentures, notes or other securities (and whether or not convertible into any other security), including the amount drawn on any performance bond or letter of credit supporting the repayment of indebtedness for borrowed money issued for the account of such Person and obligations under letters of credit and agreements relating to the issuance of letters of credit or acceptance financing, (b) indebtedness evidenced by any note, bond, debenture, mortgage or other debt instrument or debt security (and whether or not convertible into any other security), (c) indebtedness for borrowed money secured by a Lien on assets or properties of such Person, (d) reimbursement and other obligations with respect to letters of credit and bankers’ acceptances and letters of guaranty or similar instruments, to the extent drawn upon, (e) any obligation to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property that would be capitalized under GAAP, (f) any liabilities in respect of deferred purchase price for any asset, property, business or services with respect to which such Person is liable, contingently or otherwise, as obligor or otherwise for additional purchase price (including any earn-outs or vehicle loans and including obligations that...
Sample 1
Corporate Encumbrances means, with respect to the Acquired Interests, (a) any transfer restrictions imposed by federal and state securities laws, (b) Encumbrances created by this Agreement, (c) Encumbrances arising by, through or under Buyer and (d) those Encumbrances under the Credit Agreement that will be released in full at Closing.
Sample 1

Related to Corporate Encumbrances

  • 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 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 Liens means, with respect to any Person:

  • 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.

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

  • Encumbrance means any charge, claim, community property interest, pledge, condition, equitable interest, lien (statutory or other), option, security interest, mortgage, easement, encroachment, right of way, right of first refusal, or restriction of any kind, including any restriction on use, voting, transfer, receipt of income or exercise of any other attribute of ownership.

  • Mortgages means, individually and collectively, one or more mortgages, deeds of trust, or deeds to secure debt, executed and delivered by a Loan Party or one of its Subsidiaries in favor of Agent, in form and substance reasonably satisfactory to Agent, that encumber the Real Property Collateral.

  • Owned Real Property has the meaning set forth in Section 4.10(a).