Released Liens definition

Released Liens as defined in Section 4.2 of this Agreement.
Sample 1Sample 2
Released Liens means the Liens on the Company held by the Trusts.
Sample 1Sample 2
Released Liens means the Liens on the Properties described in Schedule 6.1(j) which were terminated in accordance with the Existing Credit Agreement and as to which the Borrower shall provide evidence thereof pursuant to Section 6.1(j).
Sample 1Sample 2

Examples of Released Liens in a sentence

  • The Shares are issued and outstanding and are owned by the Seller free and clear of any Liens (other than LSB Debt Released Liens).

  • Notwithstanding anything to the contrary herein, and only until the Final Trust Termination Date, IBM Credit hereby releases and discharges its liens and security interests, now or hereafter arising, insofar as such liens and/or security interests cover Trust Assets (collectively, such released liens and security interests, the "Released Liens").

  • Except for the Released Liens described above being released herein, the liens and security interests created and described herein shall remain in full force and effect as to all other property encumbered hereby, and after the Final Trust Termination Date, the property covered by the Released Liens shall be subject to the liens and security interests created hereby, and IBM Credit may file any UCC-1 financing statement or similar documents to evidence and/or effectuate such liens and security interests.

  • Other than the Shares, the stock of each CCG Entity identified in Section 4.4 of the Company Disclosure Letter is issued and outstanding, owned by the applicable CCG Entity identified in Section 4.4 of the Company Disclosure Letter free and clear of any Liens (other than LSB Debt Released Liens), has been duly authorized and validly issued, and is fully paid and non-assessable.

  • Seller shall have delivered to Zeta evidence of the release of Released Liens.

  • Other than the Shares, the stock of each CCG Entity identified in S ection 4.4 of the Company Disclosure Letter is issued and outstanding, owned by the applicable CCG Entity identified inS ection 4.4 of the Company Disclosure Letter free and clear of any Liens (other than LSB Debt Released Liens), has been duly authorized and validly issued, and is fully paid and non-assessable.

  • Except as set forth on Schedule 5.2, Sellers hold of record and own beneficially all of the outstanding shares of each Foreign Subsidiary free and clear of any Liens (other than Permitted Acquisition Liens and Permitted Released Liens).

  • Seller solely owns the Acquired Interests beneficially and of record, free and clear of all Liens other than the Released Liens prior to the Closing or restrictions on transfer that may be imposed by state or federal securities Laws or the Charter Documents of the Acquired Companies.

  • The Equity Interests of LR Finance are solely owned beneficially and of record by the Company free and clear of all Liens other than Released Liens prior to Closing or restrictions on transfer that may be imposed by state or federal securities Laws or the Charter Documents of the Acquired Companies.

  • Seller is the record and beneficial owner of the Purchased Interests free and clear of any and all Liens (other than restrictions imposed by securities laws applicable to unregistered securities generally and Released Liens).


More Definitions of Released Liens

Released Liens means Liens encumbering the Equity Interests or Assets of an Acquired Company in respect of indebtedness under the Credit Agreement Documents and that will be terminated and released at Closing in accordance with the Payoff Letter.
Sample 1
Released Liens has the meaning set forth in Section 4.9.
Sample 1
Released Liens has the meaning specified in Section 3.22.
Sample 1
Released Liens shall have the meaning set forth in Section 2.3(b).
Sample 1
Released Liens means the Liens on the Company held by the Trusts. “Representative” of a Person means the directors, officers, employees, advisors, agents, consultants, attorneys, accountants, investment bankers or other representatives of such Person. “Subsidiary” means, with respect to any Person, any corporation, partnership, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporated, of which (a) such Person or any other Subsidiary of such Person is a general partner or a managing member, (b) such Person and/or one or more of its Subsidiaries holds voting power to elect a majority of the board of directors or other governing body performing similar functions, or (c) such Person and/or one or more of its Subsidiaries, directly or indirectly, owns or controls more than 50% of the equity, membership, partnership or similar interests. “Tax” or “Taxes” means any and all federal, state, county, provincial, local, foreign and other taxes, charges, fees, levies or other assessments, including all net income, gross income, gross receipts, premium, estimated, sales, use, ad valorem, 7 property, transfer, value-added, franchise, profits, license, withholding, payroll, employment, unemployment, excise, severance, stamp, occupation, customs, duties, and imposts, together with any interest, additions to tax, and penalties with respect thereto imposed by any Tax authority. “Tax Returns” means any return, report, declaration, claim for refund, or information return filed or required to be filed in connection with the determination, assessment or collection of any Tax (including any attachment thereto or any amendment thereof). “Transaction Agreements” means this Agreement and each of the Ancillary Agreements. “Transaction Expenses” means unpaid third-party fees, costs and expenses of the Company and the Company’s Subsidiaries incurred prior to the Closing in connection with the transactions contemplated by this Agreement, except to the extent included in the Net Working Capital. “Trusts” means the Xxxxxxxx X. Xxxxxxxxx 1983 Family Trust, the MBZ 1996 Trust (GST Exempt) and the MBZ 1996 Trust (GST Non-Exempt). Article II
Sample 1

Related to Released 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.

  • Permitted Encumbrances means:

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

  • 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.

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

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

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

  • Landlord Liens means liens on or against the Leased Property or any payment of Rent (a) which result from any act of, or any claim against, Landlord or any owner of a direct or indirect interest in the Leased Property (other than the lessor under any ground lease affecting any portion of the Leased Property), or which result from any violation by Landlord of any terms of this Agreement, or (b) which result from liens in favor of any taxing authority by reason of any tax owed by Landlord or any fee owner of a direct or indirect interest in the Leased Property (other than the lessor under any ground lease affecting any portion of the Leased Property); provided, however, that “Landlord Lien” shall not include any lien resulting from any tax for which Tenant is obligated to pay or indemnify Landlord against until such time as Tenant shall have already paid to or on behalf of Landlord the tax or the required indemnity with respect to the same.

  • Released Property shall have the meaning set forth in Section 2.5.2 hereof.

  • Permitted Collateral Liens means any “Permitted Liens” other than Liens specified in clauses (2), (3), (4), (5), (14) or (18) of the definition of “Permitted Liens.”

  • Excluded Perfection Assets means, collectively:

  • Senior Liens means (a) with respect to the ABL Priority Collateral, all Liens securing the ABL Obligations and (b) with respect to the Term Loan Priority Collateral, all Liens securing the Term Loan Obligations.

  • 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.

  • 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).

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

  • Valid lien means a lien that is effective against the holder of a judicial lien subsequently obtained by legal or equitable process or proceedings.

  • Permitted Lien means the individual and collective reference to the following: (a) Liens for taxes, assessments and other governmental charges or levies not yet due or Liens for taxes, assessments and other governmental charges or levies being contested in good faith and by appropriate proceedings for which adequate reserves (in the good faith judgment of the management of the Company) have been established in accordance with GAAP, (b) Liens imposed by law which were incurred in the ordinary course of the Company’s business, such as carriers’, warehousemen’s and mechanics’ Liens, statutory landlords’ Liens, and other similar Liens arising in the ordinary course of the Company’s business, and which (x) do not individually or in the aggregate materially detract from the value of such property or assets or materially impair the use thereof in the operation of the business of the Company and its consolidated Subsidiaries or (y) are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing for the foreseeable future the forfeiture or sale of the property or asset subject to such Lien and (c) Liens incurred in connection with Permitted Indebtedness.

  • Permitted Priority Liens means Liens permitted under any of the clauses (b), (c), (d), (e), (f) or (i) of Section 9.02.

  • Permitted Prior Liens means Permitted Liens described in clauses (c), (f), (g), (h), (j), (k) (to the extent permitted under the Control Agreements relating to the deposit accounts subject to the Permitted Liens described in clause (k)) and (m) of the defined term “Permitted Liens” and as set forth in the Schedule.

  • Junior Liens means Liens on the Collateral that are junior to the Liens thereon securing the Term B Loans (and other Loan Obligations that are pari passu with the Term B Loans) pursuant to a Permitted Junior Intercreditor Agreement (it being understood that Junior Liens are not required to be pari passu with other Junior Liens, and that Indebtedness secured by Junior Liens may have Liens that are senior in priority to, or pari passu with, or junior in priority to, other Liens constituting Junior Liens).

  • First Priority Liens means all Liens that secure the First Priority Lien Obligations.

  • First Priority Obligations means (a) with respect to the Existing First Priority Agreement, all “Obligations” of each Loan Party as defined in the Existing First Priority Agreement and (b) with respect to each other First Priority Agreement, all “Obligations” of each Loan Party as defined in such First Priority Agreement, and shall in any event include (i) all principal of and interest (including without limitation any Post-Petition Interest) and premium (if any) on all loans made or other indebtedness issued or incurred pursuant to such First Priority Agreement, (ii) all reimbursement obligations (if any) and interest thereon (including without limitation any Post-Petition Interest) with respect to any letter of credit or similar instruments issued pursuant to such First Priority Agreement, (iii) all Specified Swap Agreements, (iv) all Specified Cash Management Agreements and (v) all guarantee obligations, fees, expenses and other amounts payable from time to time pursuant to the applicable First Priority Documents, in each case whether or not allowed or allowable in an Insolvency Proceeding. To the extent any payment with respect to any First Priority Obligation (whether by or on behalf of any Loan Party, as proceeds of security, enforcement of any right of setoff or otherwise) is declared to be a fraudulent conveyance or a preference in any respect, set aside or required to be paid to a debtor in possession, any Second Priority Secured Party, receiver or similar Person, then the obligation or part thereof originally intended to be satisfied shall, for the purposes of this Agreement and the rights and obligations of the First Priority Secured Parties and the Second Priority Secured Parties, be deemed to be reinstated and outstanding as if such payment had not occurred.

  • Second Priority Liens means all Liens on the Second Lien Collateral to secure the Second Lien Obligations, whether created under the Second Lien Security Documents or acquired by possession, statute, operation of law, subrogation or otherwise.

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