Excluded Liens definition

Excluded Liens shall have the meaning assigned to such term in Section 7.2(a).
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Excluded Liens means Liens imposed by or arising from this Agreement.
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Excluded Liens means the Tax Liens for any Tax Year with respect to (a) an application for exemption from real property taxation for the Certificate Parcel has been filed and is pending, (b) the Cenificate Parcel is designated by a municipality for inclusion in its land bank, (c) the Certificate Parcel is considered forfeited land or is exempt from taxation,
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Examples of Excluded Liens in a sentence

  • One of the Grantors (i) as of the date hereof, is the legal and beneficial owner of, and has good title to each item of Collateral in existence on the date hereof, free and clear of all Liens other than Permitted Liens (excluding the Excluded Liens) and (ii) will have, at the time any Grantor acquires any rights in Collateral hereafter arising, good title to each such item of Collateral free and clear of all Liens other than Permitted Liens (excluding the Excluded Liens).

  • If the new Term/Note Claims under the new Term/Note Documents are secured by assets of any Grantors of the type constituting Term/Note Priority Collateral that do not also secure the ABL Claims (other than ABL Excluded Liens), then the ABL Claims shall be secured at such time by a Lien on such assets to the extent required by the ABL Collateral Documents with respect to the other Term/Note Priority Collateral.

  • Each Grantor will keep all Collateral free and clear of all Liens other than Permitted Liens (excluding the Excluded Liens) and will defend the Collateral against all claims or demands, other than claims and demands based on Permitted Liens (excluding the Excluded Liens).

  • At any time subsequent to the Closing Date, Purchaser shall notify Seller of its knowledge of any Excluded Liens.

  • If the new Term/Note Claims under the new Term/Note Documents are secured by assets of any Grantors of the type constituting ABL Priority Collateral that do not also secure the ABL Claims (other than ABL Excluded Liens), then the ABL Claims shall be secured at such time by a Lien on such assets to the extent required by the ABL Collateral Documents with respect to the other ABL Priority Collateral.

  • The Transferring Party possesses good, valid and marketable title to a [__]% Ownership Interest free and clear of all Liens except Excluded Liens, and, effective upon the Transfer and the payment of the Applicable Purchase Price by the non-Transferring Party(ies), (i) [Great Basin] shall Transfer to [NPC and SPPC] a [__]% Ownership Interest and a [__]% Ownership Interest, respectively, in each case, free and clear of all Liens except Permitted Liens.

  • On the Closing Date, and upon the terms and subject to the conditions herein set forth, WTM agrees to issue and sell to each Purchaser, free and clear of all Liens other than any Excluded Liens, and each Purchaser hereby agrees to purchase and accept from WTM, the number of shares of Securities set forth opposite each Purchaser's name in Schedule I hereto (with respect to each Purchaser, its "ALLOCATED SECURITIES").

  • On the Closing Date, and upon the terms and subject ----------------- to the conditions herein set forth, the Company agrees to issue and sell to each Purchaser, free and clear of all Liens other than any Excluded Liens, and each Purchaser hereby agrees to purchase and accept from the Company, a face amount of Securities equal to the amount set forth opposite each Purchaser's name in Schedule I hereto (with respect to each Purchaser, its "Allocated Securities").

  • If there are no liens on the Receivables arising in any Subject Account other than Excluded Liens and Permitted Liens under the NE UCC Searches relating to First National Bank of Omaha and First National Funding LLC, each Subject Receivable shall receive a “Test Pass” with respect to this Test.

  • Much like HamNoSys, this proved to be a time consuming process due to the volume of information involved.


More Definitions of Excluded Liens

Excluded Liens means liens of the type described in clauses (ii) and (vii) of the definition of Permitted Liens.
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Excluded Liens means Liens (i) granted to SAG, DGA and WGA; (ii) unless they are the subject of UCC filings, Liens customarily granted or incurred in the ordinary course of business with regard to goods provided or services rendered by laboratories and production houses, record warehouses, common carriers, landlords, warehousemen, mechanics and suppliers of materials and equipment; provided such Liens are limited to the goods provided or to the goods relating to which services were rendered; (iii) granted to Distributors to secure distribution rights under Distribution Agreements where the amount anticipated to be received in respect of any such Distribution Agreement from and after the date hereof is not reasonably anticipated to exceed $2,000,000; and (iv) securing the Existing Comerica Loan Facility.
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Excluded Liens means Liens securing obligations of Parent or a Parent Subsidiary to any third party in connection with (i) Profit and Participation Agreements, (ii) any option or right of first refusal to purchase real property granted to a developer or seller of real property that arises as a result of the non-use or non-development of such real property by Parent or a Parent Subsidiary, or (iii) joint development agreements with third parties to perform and/or pay for or reimburse the costs of construction and/or development related to or benefiting Parent’s or any Parent Subsidiary’s property and property belonging to such third parties, in each case entered into in the ordinary course of Parent’s or such Parent Subsidiary’s business.
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Excluded Liens means the Tax Liens for any Tax Year with respect to which (a) there is a County Payment Plan, (b) the Record Taxpayer has filed a claim in bankruptcy, (c) an application for exemption from real property taxation for the Certificate Parcel has been filed and is pending, (d) the Certificate Parcel is designated by a municipality for inclusion in its land bank, (e) the Certificate Parcel is considered forfeited land or is exempt from taxation, (f) Intentionally Deleted (g) the record owner of a Certificate Parcel qualifies under O.R.C. Section
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Excluded Liens means the liens affecting the Hospital Businesses listed on Schedule 11.1(ii) and the underlying liabilities and obligations which those liens represent;
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Excluded Liens means Liens imposed by or arising from the transfer restriction contained in Article IX of this Agreement or as a result of any action by the Purchaser.
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Related to Excluded Liens

  • 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.

  • 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.

  • Excluded Assets has the meaning set forth in Section 2.02.

  • Excluded Liabilities has the meaning set forth in Section 2.4.

  • Permitted Encumbrances means:

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

  • Excluded License means an open source or other software license that requires, as a condition of license, use, modification, distribution or conveyance, that (a) the code be disclosed or distributed in source code form; (b) others have the right to modify or create derivative works of it; and/or (c) the code becomes redistributable at no charge.

  • Excluded Matters has the meaning given in Section 6.3.

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

  • Excluded Liability means any liability that is excluded under the Bail-In Legislation from the scope of any Bail-In Action including, without limitation, any liability excluded pursuant to Article 44 of the Bank Recovery and Resolution Directive.

  • Excluded Perfection Assets means, collectively:

  • Excluded Properties the collective reference to the fee or leasehold interest in real properties owned by the Parent Borrower or any of its Subsidiaries not described in Schedule 5.8.

  • Excluded Collateral shall have the meaning assigned to such term in the Security Agreement.

  • Excluded Property shall have the meaning set forth in the Security Agreement.

  • 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).

  • Transaction Liens means the Liens granted by the Lien Grantors under the Security Documents.

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

  • Excluded IP has the meaning assigned to such term in the U.S. Security Agreement.

  • Excluded Asset means any asset of any Grantor excluded from the security interest hereunder by virtue of Section 2.2 hereof but only to the extent, and for so long as, so excluded thereunder.

  • Excluded Equity means any Voting Stock in excess of 66% of the total outstanding Voting Stock of any direct Subsidiary of any Grantor that is a Non-U.S. Person. For the purposes of this definition, “Voting Stock” means, as to any issuer, the issued and outstanding shares of each class of capital stock or other ownership interests of such issuer entitled to vote (within the meaning of Treasury Regulations § 1.956-2(c)(2)).

  • Excluded Matter means any one or more of the following: (i) general economic or political conditions; (ii) conditions generally affecting the industries in which such Person or its Subsidiaries operates; (iii) any changes in financial, banking or securities markets in general, including any disruption thereof and any decline in the price of any security or any market index or any change in prevailing interest rates; (iv) acts of war (whether or not declared), armed hostilities or terrorism, international or national political conditions, or the escalation or worsening thereof; (v) (A) any changes in applicable Laws (including in connection with the COVID-19 pandemic) or accounting rules (including U.S. GAAP) or the enforcement, implementation or interpretation thereof, or (B) new pronouncements or interpretations by the SEC or other U.S. federal regulators with respect to prior accounting rules; (vi) the announcement, pendency or completion of the transactions contemplated by this Agreement; (vii) any natural or man-made disaster, acts of God, epidemics, or pandemics, including the COVID-19 pandemic (including any action taken or refrained from being taken in response to COVID-19), or the worsening thereof; (viii) any failure by a party to meet any internal or published projections, forecasts or revenue or earnings predictions (it being understood that the facts or occurrences giving rise or contributing to such failure that are not otherwise an Excluded Matter may be taken into account in determining whether there has been a Material Adverse Effect); (ix) the taking of any action expressly required to be taken under this Agreement; or (x) the impact on the Company of any action taken by, or at the request of, Parent or Merger Sub or the impact on Parent and/or Merger Sub or Parent of any action taken by, or at the request of, the Company; provided, however, that the exclusions provided in the foregoing clauses (i) through (v), and clause (vii) shall not apply to the extent that Parent and Merger Sub, taken as a whole, on the one hand, or the Company Group, taken as a whole, on the other hand, is disproportionately affected by any such exclusions or any change, event or development to the extent resulting from any such exclusions relative to all other similarly situated companies that participate in the industry in which they operate.

  • 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.

  • Included Assets has the meaning in Section 5.1(d)(ii)(A).

  • Excluded Parties shall have the meaning assigned to such term in Section 9.16.

  • Excluded Personal Property means the following: