Permitted Real Property Exceptions definition

Permitted Real Property Exceptions means, collectively, (a) liens, charges, encumbrances and exceptions for Taxes and other governmental charges and assessments (including special assessments) that are not yet due and payable; (b) all Real Estate Agreements; (c) all matters and exceptions set forth in the title insurance policies or commitments set forth in Schedule 1.1(a) of the Seller Disclosure Schedule; (d) liens, charges, encumbrances or title exceptions or imperfections with respect to the Owned Real Estate created by or resulting from the acts or omissions of Buyer or any of its Affiliates, employees, officers, directors, agents, representatives, contractors, invitees or licensees; (e) liens, charges, encumbrances and/or title exceptions or imperfections created by any of the documents to be executed in connection with the Closing or this Agreement whether prior to, at or after the Closing; (f) all matters that may be shown by a current, accurate survey or physical inspection of the Owned Real Estate; (g) Requirements of Law, including building and zoning laws, ordinances and regulations now or hereafter in effect relating to the Owned Real Estate; (h) any and all service contracts and agreements affecting the Owned Real Estate as of the date hereof, and any and all service contracts and agreements entered into after the date of this Agreement in accordance with the provisions of this Agreement, in each case, to the extent in effect as of the Closing; (i) violations of laws, regulations, ordinances, orders or requirements, if any, arising out of any Change in Law; (j) all matters disclosed prior to the date hereof in or readily discernible from the materials, documents, and reports made available to Buyer (i) in the virtual data room maintained by Seller in Sections 9.04 (Real Estate Documents), 9.05 (Existing Owned Property Title Policies and Commitments) and 9.07 (Updated Owned Property Title Commitments) thereof and (ii) on the Chicago Title Insurance Company website; (k) any Permitted Encumbrance to the extent applicable or relating to, or otherwise affecting, the Real Estate; and (l) easements, rights of way, restrictions, covenants or other similar matters that are not material in amount or do not materially detract from the value or materially impair the existing use of the Real Estate affected by such easement, right of way, restriction, covenant or other matter.
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Permitted Real Property Exceptions means, collectively, (a) Liens for Taxes and other governmental charges and assessments (including special assessments) that are not yet due and payable or being contested in good faith by appropriate Proceedings and for which appropriate reserves have been made; (b) matters and exceptions set forth in any title insurance policies or commitments, if any, made available to Buyer prior to the date hereof; (c) all matters shown on a current, accurate survey, if any, made available to Buyer prior to the date hereof; (d) applicable Law, including building and zoning laws, ordinances and regulations now or hereafter in effect relating to the Acquired Real Property; (e) any Permitted Liens to the extent applicable or relating to, or otherwise affecting, the Acquired Real Property; (f) Real Property Agreements, easements, rights of way, restrictions, covenants or other similar matters that are not material in amount or do not materially detract from the value or materially impair the existing use of the Acquired Real Property affected by such easement, right of way, restriction, covenant or other matter; and (g) Liens not in any way related to, created by or subjected to the Acquired Real Property by any action or omission of the Acquired Company or Asset Sellers that affect the underlying fee interest of any Acquired Leased Real Property. “Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or other similar entity, whether or not a legal entity, and any Governmental Entity. “Personnel Records” shall have the meaning set forth in Section 1.2(a)(vii). “Pre-Closing Environmental Matters” shall mean (i) the presence or Release of any Hazardous Substance existing as of or prior to the Closing Date at, from, in, to, on or under any Acquired Real Property, any property previously owned, leased or operated by the Acquired Company or any predecessor entity or related to the Acquired Business, and any property to which Hazardous Substances were transported by or on behalf of the Acquired Company or any predecessor entity, or in connection with the Acquired Business, for treatment, storage, handling, reuse, recycling or disposal, including, without limitation, the Existing Environmental Matters, (ii) any violation of any Environmental Law or Environmental Permit to the extent occurring prior to the Closing Date, and (iii) the exposure of any Person to any Hazar...
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Permitted Real Property Exceptions means such Liens that do not, individually or in the aggregate, (i) interfere significantly with the use, occupancy or operation of the Real Property as currently used, occupied and operated in connection with the Packaged Gas Business, or (ii) materially reduce the fair market value of the Real Property below the fair market value that the Real Property (as currently used, operated and occupied in connection with the Packaged Gas Business) would have had but for such encumbrances or (iii) Liens on the estate of the owner or lessor of Leased Real Property which do not significantly affect the use or operation of the Real Property as it is used or operated as of the date hereof.
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Examples of Permitted Real Property Exceptions in a sentence

  • Each of the entities identified in Schedule 4.9(a)(ii) of the Seller Disclosure Schedule owns fee simple title to such Owned Real Estate, subject only to Permitted Real Property Exceptions.

  • Each of the entities identified in Schedule 5.8(a) owns good and marketable fee simple title to such Owned Real Estate, subject only to Permitted Real Property Exceptions.

  • None of Seller or its Affiliates (including the Companies and the Transferring Subsidiaries) has granted any Encumbrance in respect of its leasehold interest in the Leased Real Estate, except for any Permitted Real Property Exceptions.

  • Each Acquired Company identified in Schedule 5.8(a)(ii) owns fee simple title to such Owned Real Property, subject only to Permitted Real Property Exceptions.

  • Except for Permitted Real Property Exceptions, there are ------ neither any encroachments upon any of the parcels comprising each of the Woodland Mill and each NPI Mill nor any other facts or conditions affecting any such parcel that an accurate survey or careful physical inspection thereof would reveal.

  • Systém je nutnou součástí pro podnik, jelikož poskytuje celkový přehled a společnost tak například přesně ví, co kolik stojí, kolik materiálu má být použito apod.Za negativum může být považováno napojení na centrální server společnosti Callida.

  • Duly executed written instruments (i) releasing any Liens (other than Permitted Liens and Permitted Real Property Exceptions) on any Acquired Asset, and (ii) authorizing the filing of UCC-3 termination statements (or other comparable documents) for any UCC-1 financing statements (or other comparable documents) filed in connection with any such Lien.

  • Except for the Permitted Real Property Exceptions, Parent or ------------- one of its Affiliates, as the case may be, have good and valid title to the leasehold estates under, and good and valid interest in, each Real Property Lease free and clear of all Title Defects.

  • Except for the Permitted Real Property Exceptions, there is no underlying mortgage, deed of trust, lease, grant of term or other estate or interest affecting any Leased Real Property which is superior to the interest of Parent or of its Affiliates as tenant under the applicable Real Property Lease and the Real Property Leases will not be subordinate to any future mortgage, deed of trust, lease, grant of term or other estate affecting the Leased Real Property.

  • In reliance upon the warranties, representations and covenants contained in, and on the terms and subject to the conditions of, this Agreement, Sellers agree that at the Closing, Sellers will sell, convey, transfer, assign and deliver the Assets to Purchaser, free and clear of all Liens except Permitted Liens and Permitted Real Property Exceptions, and Purchaser agrees that at Closing it will purchase all of the right, title and interest of Sellers in and to the Assets.


More Definitions of Permitted Real Property Exceptions

Permitted Real Property Exceptions means, collectively, (a) matters shown on the Preliminary Title Report delivered to Buyer prior to execution of this Agreement; and (b) in the case of Acquired Leased Real Property, Liens not created by the Asset Sellers or their successors or Affiliates that affect the underlying fee interest of the Acquired Leased Real Property.
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Permitted Real Property Exceptions means, collectively, (a) Liens for Taxes and other governmental charges and assessments (including special assessments) that are not yet due and payable or being contested in good faith by appropriate Proceedings or for which appropriate reserves have been made; (b) all Real Property Agreements; (c) all matters and exceptions set forth in any title insurance policies or commitments, if any, made available to Buyer prior to the date hereof; (d) Liens or other charges, encumbrances or title exceptions or imperfections with respect
Sample 1
Permitted Real Property Exceptions means Title Defects, as they affect ---------------------------------- each of the Woodland Mill and each NPI Mill, that do not, individually or in the aggregate, (i) interfere in any material respect with the use, occupancy or - operation of such Mill as currently used, occupied and operated (taking into account reasonable requirements for expansion) or (ii) materially reduce the -- fair market value of such Mill below the fair market value of such Mill but for such Permitted Real Property Exceptions applicable thereto.
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Permitted Real Property Exceptions has the meaning given to it in Section 4.4.
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Permitted Real Property Exceptions means, collectively, (a) liens, charges, encumbrances and exceptions for Taxes and other governmental charges and assessments (including special assessments) that are not yet due and payable; (b) all Real Property Agreements; (c) all matters and exceptions set forth in the title insurance policies or commitments listed on Schedule 5.8(a)(i) or (ii); (d) liens, charges, encumbrances or title exceptions or imperfections with respect to the Owned Real Property created by or resulting from the acts or omissions of Buyer or any of its Affiliates, employees, officers, directors, agents, representatives, contractors, invitees or licensees; (e) liens of landlords; (f) liens, charges, encumbrances and/or title exceptions created by any of the documents to be executed in connection with the Closing or this Agreement whether prior to, at or after the Closing; (g) Requirements of Law, including building and zoning laws, ordinances and regulations now or hereafter in effect relating to the Owned Real Property; and (h) easements, rights of way, restrictions, covenants or other similar matters that are not material in amount or do not materially detract from the value or impair the existing use of any of the Real Property affected by such easement, right of way, restriction, covenant or other matter.
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Permitted Real Property Exceptions shall have the meaning ascribed to it in the Master Agreement;
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Related to Permitted Real Property Exceptions

  • 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.

  • Excluded Real Property means (a) any fee-owned real property with a purchase price (in the case of real property acquired after the Effective Date) or Fair Market Value (in the case of real property owned as of the Effective Date, with Fair Market Value determined as of the Effective Date) of less than $3,500,000 individually, (b) any real property that is subject to a Lien permitted by Sections 6.02(iv), (xix), (xxii), (xxiii), (xxviii) or (xxxi), (c) any real property with respect to which, in the reasonable judgment of the Term Administrative Agent (confirmed by notice to the Borrower) the cost (including as a result of adverse tax consequences) of providing a Mortgage shall be excessive in view of the benefits to be obtained by the Lenders, (d) any real property to the extent providing a mortgage on such real property would (i) be prohibited or limited by any applicable law, rule or regulation (but only so long as such prohibition or limitation is in effect), (ii) violate a contractual obligation to the owners of such real property (other than any such owners that are the Borrower or Affiliates of the Borrower) that is binding on or relating to such real property (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code) but only to the extent such contractual obligation was not incurred in anticipation of this provision or (iii) give any other party (other than the Borrower or a wholly-owned Restricted Subsidiary of the Borrower) to any contract, agreement, instrument or indenture governing such real property the right to terminate its obligations thereunder (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code or other applicable law) and (e) any Leasehold.

  • Company Leased Real Property has the meaning set forth in Section 3.14(b).

  • Owned Real Properties has the meaning set forth in Section 3.16(b).

  • Unimproved Real Property means Property in which the Company has an equity interest that was not acquired for the purpose of producing rental or other operating income, that has no development or construction in process and for which no development or construction is planned, in good faith, to commence within one (1) year.

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

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

  • 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.

  • 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.

  • Ground Leases Those certain leases with respect to real property that is a portion of the Leased Property, pursuant to which Landlord is a tenant and which leases have either been approved by Tenant or are in existence as of the date hereof and listed on Schedule A hereto.

  • Additional Properties means any oil and natural gas assets or related interests that are acquired by any member of the Partnership Group pursuant to an Acquisition.

  • Real Properties means the real property owned by the Borrower or any of its Subsidiaries.

  • Mortgaged Real Property means (a) each Real Property identified on Schedule 1.01(a) hereto and (b) each Real Property, if any, which shall be subject to a Mortgage delivered after the Original Closing Date pursuant to Section 5.11(d) or pursuant to Section 5.11(d) of the Original Credit Agreement or the Prior Credit Agreement.

  • Material Leased Real Property has the meaning set forth in Section 2.14.

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

  • 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.

  • Excluded Personal Property means the following:

  • Real Property Leases means the leases, subleases, licenses or other agreements, including all amendments, extensions, renewals, guaranties or other agreements with respect thereto, under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property.

  • Assumed Leases has the meaning set forth in Section 2.6(b).

  • Permitted Encumbrances means:

  • Personal Property Leases has the meaning set forth in Section 2.1(e).

  • Real Property Documents means any material contract or agreement constituting or creating an estate or interest in any portion of the Site, including, without limitation, the Lease Agreements and the Subleases.

  • Governmental Real Property Disclosure Requirements means any Requirement of Law of any Governmental Authority requiring notification of the buyer, lessee, mortgagee, assignee or other transferee of any Real Property, facility, establishment or business, or notification, registration or filing to or with any Governmental Authority, in connection with the sale, lease, mortgage, assignment or other transfer (including any transfer of control) of any Real Property, facility, establishment or business, of the actual or threatened presence or Release in or into the Environment, or the use, disposal or handling of Hazardous Material on, at, under or near the Real Property, facility, establishment or business to be sold, leased, mortgaged, assigned or transferred.

  • 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.

  • Estate in Real Property A fee simple estate in a parcel of land.

  • Company Real Property means the Company Owned Real Property and the Company Leased Real Property.