Permitted Encumbrances means:
Permitted Encumbrances means any of the following:
Permitted Encumbrances has the meaning set forth in Section 3.10(a).
Examples of Permitted Encumbrances in a sentence
Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications.
Except as contemplated by clause (f) of the second preceding sentence none of the Permitted Encumbrances are mortgage liens that are senior to or coordinate and co-equal with the lien of the related Mortgage.
As of the Closing, the Partnership Group has good and valid title to or, as applicable, a valid leasehold interest in, all material personal property (whether tangible or intangible) that constitutes any portion of the ET Contributed Assets (excluding Third Party licensed software and intellectual property), free and clear of all Encumbrances except for Permitted Encumbrances, except as is not, or would not reasonably be expected to result in a Material Adverse Change.
The Company or one of its Subsidiaries has a good and valid leasehold interest in each Company Lease, free and clear of all Liens (other than Permitted Encumbrances).
There are no Encumbrances (other than Permitted Encumbrances) currently existing, pending or threatened with respect to any SUN Contributed Assets attributable to any unpaid Taxes; all material Taxes which any Contributing Party was required by Law to withhold or collect in respect to the SUN Contributed Assets have been withheld or collected and have been paid over to the proper Governmental Authorities or are properly held by such Contributing Party for such payment when due and payable.
More Definitions of Permitted Encumbrances
Permitted Encumbrances means (a) liens for taxes not yet due or delinquent or the validity or amount of which is being contested in good faith by appropriate proceedings and for which adequate accruals or reserves have been established in accordance with GAAP on the applicable financial statements; (b) mechanics’, materialmens’, carriers’, workers’, repairers’ and other similar Encumbrances or security obligations incurred in the ordinary course of business and arising by operation of law or the validity or amount of which is being contested in good faith by appropriate proceedings; (c) pledges, deposits or other Encumbrances securing the performance of bids, trade Contracts, leases or statutory obligations (including workers’ compensation, unemployment insurance or other social security legislation); (d) Encumbrances and other imperfections of title that do not materially impair the use or occupancy of the property to which they relate in the conduct of the business of the Company and its Subsidiaries as currently conducted; (e) Encumbrances arising under conditional sales Contracts and equipment leases with third parties and other Encumbrances arising on assets and products sold in the ordinary course of business consistent with past practice and non-exclusive licenses of Intellectual Property entered into in the ordinary course of business consistent with past practice; (f) landlords’ liens and Encumbrances on leases, subleases, easements, licenses, rights of use, rights to access and rights of way arising therefrom or benefiting or created by any superior estate, right or interest; (g) any zoning, entitlement, conservation restriction and other land use and environmental regulations by governmental authorities; (h) all covenants, conditions, restrictions, easements, charges, rights-of-way and other similar matters of record or that would be disclosed by an accurate survey or inspection of the real property, in each case that do not materially impair the use or occupancy of the property to which they relate in the conduct of the business of the Company and its Subsidiaries as currently conducted; (i) Encumbrances identified in the financial statements included or incorporated by reference in the Commission Documents; (j) Encumbrances created or incurred under the equipment financing arrangements or equipment loans; and (k) Encumbrances on equity or debt securities resulting from applicable securities laws.
Permitted Encumbrances has the meaning specified in the Mortgages.
Permitted Encumbrances shall not include any Lien securing Indebtedness.
Permitted Encumbrances means (i) Encumbrances for Taxes or other governmental charges not yet due and payable, or the amount or validity of which is being contested in good faith and for which adequate reserves have been established on the books and records of the Sold Companies or Seller (with respect to the Purchased Assets) in accordance with GAAP; (ii) mechanic’s, carriers’, workers’, repairers’, lessors’ and similar statutory Encumbrances arising or incurred in the ordinary course of business for amounts which are not delinquent; (iii) pledges or deposits made in the ordinary course of business to secure obligations under workers’ compensation, unemployment insurance, social security, retirement and similar laws or similar legislation or to secure public or statutory obligations; (iv) Encumbrances that will be released and, as appropriate, removed of record, at or prior to Closing in accordance with the terms of this Agreement; (v) purchase money liens and liens securing rental payments under capital lease arrangements; (vi) in the case of Contracts, anti-assignment, change of control or similar restrictions contained therein or with respect thereto to the extent disclosed on Section 3.15(a) of the Seller Disclosure Schedule; (vii) all registered and unregistered municipal agreements and agreements with public and private utilities, provided the same have been complied with by Seller and its Affiliates in all material respects to the Closing Date; and (viii) in addition with respect to real property, (A) Encumbrances that would be shown by a current title report or survey that do not, individually or in the aggregate, materially impair the present use of the real property affected thereby, (B) Encumbrances affecting the interest of the grantor of any easements benefiting any real property, (C) Encumbrances of landlords affecting the fee interest in the Leased Real Property, (D) zoning, ordinances, building codes, regulations and enactments of any Governmental Authority and (E) public roads and highways.
Permitted Encumbrances means, with respect to the Acquired Assets, any (i) Encumbrances in respect of property or assets imposed by Laws such as mechanic’s, materialmen’s, warehousemen’s, landlord’s, laborer’s, workmen’s, repairmen’s, carrier’s, supplier’s and similar Encumbrances, including all statutory Encumbrances, arising or incurred in connection with capital expenditures or otherwise in the Ordinary Course of Business for amounts not yet due and payable with respect to the operations of the Hospital, (ii) Encumbrances for Taxes not yet due and payable or for Taxes being contested in good faith and by appropriate proceedings for which adequate reserves have been established, (iii) purchase money Encumbrances (including interests of goods consigned to the City) and Encumbrances securing rental payments under capital lease arrangements, (iv) Encumbrances arising out of a conditional sale, title retention or similar arrangements for the sale of goods entered into in the Ordinary Course of Business, (v) Encumbrances arising from the filing of Uniform Commercial Code financing statements as a precautionary measure in connection with operating leases, (vi) Encumbrances which constitute a setoff or banker’s liens, whether arising by Law or contract, (vii) Encumbrances on specific items of inventory or other goods (and the proceeds thereof) of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created in the Ordinary Course of Business for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods, (viii) Encumbrances on insurance proceeds in favor of insurance companies granted solely as security for financed premiums, (ix) pledges or deposits under workers’ compensation legislation, unemployment insurance Laws or similar Laws, (x) zoning, building, and other land use Laws regulating the use or occupancy of real property or the activities conducted thereon which are imposed by any Governmental Authority having jurisdiction over such real property which are not violated in any material respect by the current use or occupancy of such real property, (xi) in the case of Real Property Leases, easements, covenants, conditions and other restrictions or matters of record or disclosed by a survey affecting title to real property which do not materially impair the current use or occupancy of the property subject thereto, (xii) any interest or title of a lessee or lessor pursuant to a lease of any porti...
Permitted Encumbrances has the meaning set forth in Section 6.03.
Permitted Encumbrances shall have the meaning set forth in Section 2.05(a) hereof.