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

  • 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).

  • 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).

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

  • 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").

  • 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, 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, 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").

  • Mohr & Sons Company recorded on March 9, 1995 by the Cook County Recorder of Deeds as Document No. 95159916 and (ii) the asserted pre-petition liens that secure the Internal Revenue Service's claim for $155,885.59 plus statutory interest against Debtor's estate (collectively, the "Excluded Liens").

  • 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.

  • 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.

  • This Order is and shall be effective as a determination that, upon the closing of the sale of the Assets from Debtor to BC Ltd., all liens, claims and encumbrances existing as to the Assets conveyed thereto, except the Excluded Liens, have been and are hereby adjudged and declared to be unconditionally 5 released, discharged and terminated, and that the conveyances described herein have been effected free and clear of all such liens, claims and encumbrances.


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 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 323.122 for an extension of payment of real property taxes, (h) the Certificate Parcel has been fully redeemed and the Tax Lien has been satisfied on or prior to the Closing Date, (i) the Certificate Parcel is subject to an environmental lien or enforcement action, (j) the Certificate Parcel has become subject to a tax foreclosure action or administrative tax deed procedure by the County for the same taxes sold to Purchaser, (k) the period of time in which such Tax Lien remains enforceable under law shall have expired, (1) it is reasonably determined by the Purchaser that the County is for any reason not lawfully entitled to sell such Tax Lien, interest has not lawfully accrued on such Tax Lien, or the Purchaser is not entitled to enforce the collection of such Tax Lien through a foreclosure action,
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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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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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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 worker’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) 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 incident to the gathering, transportation, operation and maintenance of the Pipeline Properties or statutory landlord’s liens, each of which is in respect of obligations that have not been outstanding more than 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) encumbrances of third party surface owners and owners of other estates in lands (other than lands to which the Borrower or any of its Subsidiaries has fee simple title) covered by Pipeline right-of-ways, permits and easements; (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 Borrower or any of its Subsidiaries for the purpose of roads, pipelines, transmission lines, transportation lines, distribution lines for the removal of gas, oil, 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 Borrower or any of its Subsidiaries or materially impair the value of such Property subject thereto; (vi) that certain Surface Lease Agreement dated as of February 1, 2000, by and between Texaco Exploration and Production, Inc., predecesssor in interest to APL Mid-Continent, as lessor, and Xxxxx Federal Credit Union, as lessee; (vii) 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 (viii) Liens which do not materially interfere with the occupation, use, and enjoyment by Borrower of the Pipeline Properties in the ordinary course of business as presently conducted or materially impair the value thereof for the purposes thereof.

  • Excluded Assets has the meaning set forth in Section 2.2.

  • 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 shall have the meaning given such term in Section 13.3 hereof.

  • 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 on Collateral granted by the Credit Parties under the Security Documents.

  • Environmental Liens shall have the meaning set forth in Section 12.5 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 action, suit or proceeding by the Corporation or one of its subsidiaries against any Indemnitee who is or was an employee, but not an officer, of the Corporation, or is or was serving at the request of the Corporation as an employee, but not as a director or officer, of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.

  • 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 has the meaning set forth in Section 2.2(c).