Permitted Exceptions Clause Samples

Permitted Exceptions. The Deed delivered pursuant to this Contract shall be subject to the following, all of which shall be deemed "Permitted Exceptions": 4.4.1 All matters shown in the Title Documents and the Survey, other than (a) those Objections, if any, which Seller has agreed to cure pursuant to the Response Notice under Section 4.3, (b) mechanics' liens and taxes due and payable with respect to the period preceding Closing, (c) the standard exception regarding the rights of parties in possession, which shall be limited to those parties in possession pursuant to the Leases, and (d) the standard exception pertaining to taxes, which shall be limited to taxes and assessments payable in the year in which the Closing occurs and subsequent taxes and assessments; 4.4.2 All Leases; 4.4.3 [Intentionally left blank]; 4.4.4 Applicable zoning and governmental regulations and ordinances; 4.4.5 Any defects in or objections to title to the Property, or title exceptions or encumbrances, arising by, through or under Purchaser; and 4.4.6 The terms and conditions of this Contract.

Permitted Exceptions. The Permitted Exceptions do not materially and adversely affect (1) the ability of the Borrower to pay in full the principal and interest on the Note in the manner provided for therein or (2) the use of the Property for the use currently being made thereof, the operation of the Property as currently being operated or the value of the Property.

Permitted Exceptions. The Property shall be conveyed subject to the matters which are, or are deemed to be, Permitted Exceptions pursuant to Article II hereof (herein referred to collectively as the “Permitted Exceptions”).

Permitted Exceptions. At the Closing, Seller shall convey and Purchaser shall accept fee simple title to the Real Property subject only to the following exceptions to title (the “Permitted Exceptions”): (1) any state of facts shown (x) on the Survey or (y) any updates to the Survey (which matters shown on any update to the Survey do not impact the value of the Property or the use of the Property for its current use, other than in an immaterial manner); (2) any exclusions from coverage set forth in the Purchaser’s Pro Forma Title Policy; (3) all laws, municipal ordinances, orders, designations or requirements issued by any federal, state, municipal or other governmental department, agency or bureau or any other governmental authority having jurisdiction over the Property (each, a “Governmental Authority”), as the same now exist or may be hereafter modified, supplemented or promulgated; provided, however, that the foregoing is not intended to modify or limit Seller’s representations, warranties or covenants contained in this Agreement or Purchaser’s rights with respect to a breach thereof; (4) all presently existing and future liens of real estate taxes or assessments and water rates, water meter charges, water frontage charges and sewer taxes, rents and charges, if any, provided that such items are not due and payable prior to the Closing Date and/or are apportioned as provided in this Agreement; (5) all violations of law, municipal ordinances, orders, designations or requirements issued by any Governmental Authority having jurisdiction over the Property (collectively, “Violations”); provided, however, that the foregoing is not intended to modify or limit Seller’s representations, warranties or covenants contained in this Agreement or Purchaser’s rights with respect to a breach thereof; (6) such matters as the Title Company shall be willing to omit as exceptions to coverage at no cost or expense to Purchaser with respect to the Title Policy issued by the Title Company on the Closing Date; (7) all utility easements of record;

Permitted Exceptions. Notwithstanding any provision of Section 3.1 to the contrary, the restrictions in this Agreement shall not prevent any Partnership Group Member from: (a) owning, operating or chartering any Non-Five-Year Vessel that was previously a Five-Year Vessel while owned by any Partnership Group Member; (b) acquiring one or more Non-Five-Year Vessels as part of the acquisition of a controlling interest in a business or package of assets and owning, operating or chartering those Non-Five-Year Vessels; provided, however, that: (i) if less than a majority of the value of the business or assets acquired is attributable to Non-Five-Year Vessels, as determined in good faith by the Board, such Partnership Group Member must offer to sell such Non-Five-Year Vessels to Höegh for their fair market value plus any applicable Break-up Costs in accordance with the procedures set forth in Section 4.1; and (ii) if a majority or more of the value of the business or assets acquired is attributable to Non-Five-Year Vessels, as determined in good faith by the Board, the MLP shall notify Höegh of the proposed acquisition in writing. Höegh shall, not later than the 10th calendar day following receipt of such notice, notify the MLP if it or any other Höegh Entity wishes to acquire any Non-Five-Year Vessel forming part of that business or package of assets in cooperation and simultaneously with the Partnership Group Member acquiring the Five-Year Vessels forming part of that business or package of assets. If Höegh does not notify the MLP of its intent to pursue the acquisition within such 10 calendar days, the Partnership Group Member may proceed with the acquisition and then offer to sell such Non-Five-Year Vessels to Höegh as provided in Section 3.2(b)(i); (c) acquiring, owning, operating or chartering any Non-Five-Year Vessel that is subject to an offer to purchase by a Höegh Entity as described in Section 3.2(b) pending the offer of such Non-Five-Year Vessel to Höegh and Höegh’s determination pursuant to Section 4.1 whether to purchase the Five-Year Vessel and, if Höegh has determined to purchase or cause any Höegh Entity to purchase such Five-Year Vessel, pending the closing of such purchase; or (d) acquiring, owning, operating or chartering Non-Five-Year Vessels if Höegh has previously advised the MLP that it consents to such acquisition, ownership, operation or charter.

Permitted Exceptions. Notwithstanding any provision of Section 2.1 to the contrary, an Adena Entity may Operate Restricted Businesses during the Applicable Period under the following circumstances only: (a) The Adena Entities may own and operate the businesses and assets that are the subject of the Second Contribution Agreement until the closing of the transactions contemplated thereby or the earlier termination of the Second Contribution Agreement, in which latter event such businesses and assets shall not be subject to this Agreement. (b) The Adena Entities may Operate Restricted Businesses that the General Partner has elected not to cause a member of the Partnership Group to pursue in accordance with the procedures set forth in Section 2.3. (c) Subject to Section 2.2(d), the Adena Entities may Operate a Restricted Business consisting of Non-Producing Hard Minerals Reserves; provided, however, that upon production and sale of the first ton of coal from such reserves, the relevant Adena Entity will promptly provide written notice to the General Partner that Mining Operations have begun with respect to such Hard Minerals Restricted Business and such Adena Entity shall comply with the provisions of Section 2.1(a) and Section 2.3. (d) Notwithstanding anything to the contrary in Section 2.2(c), the Adena Entities may not sell, swap, exchange or otherwise transfer, directly or indirectly, any of the Hard Minerals included in or associated with (or to be included in or associated with) any of the projects identified in the Transportation Infrastructure Restricted Business Certificate (it being acknowledged and agreed by the Parties that all such Hard Minerals are Restricted Businesses to be offered to the Partnership Group pursuant to Section 2.1(a) and Section 2.3). (e) The Adena Entities may Operate a Restricted Business consisting of Option Reserves until the earliest to occur (the “Option Expiration Date”) of (i) receipt by C▇▇▇▇ of a Trout Rejection Notice with respect to such Option Reserves during the Option Period, (ii) the expiration of the Option Period without receipt by C▇▇▇▇ of a Trout Rejection Notice or a Trout Acceptance Notice with respect to such Option Reserves, and (iii) if C▇▇▇▇ has received a Trout Acceptance Notice with respect to such Option Reserves during the Option Period, the earlier to occur of (A) the closing of the sale of such Option Reserves to Trout or Trout II, as applicable, pursuant to the terms and conditions set forth in the Purchase Option Agr...

Permitted Exceptions. Notwithstanding any provision of Section 2.1 to the contrary, the Delek Entities may engage in the following activities under the following circumstances (collectively, the “Permitted Exceptions”): (a) the ownership and/or operation of any of the Retained Assets (including replacements or expansions of the Retained Assets); (b) the acquisition, ownership or operation of any logistics asset, including, without limitation, any crude oil or refined products pipeline, terminal or storage facility, that is (i) acquired or constructed by a Delek Entity and (ii) within, substantially dedicated to, or an integral part of, any refinery owned, acquired or constructed by a Delek Entity; (c) the acquisition, ownership or operation of any asset or group of related assets used in the activities described in Section 2.1 that are acquired or constructed by a Delek Entity after November 7, 2012 (excluding assets acquired or constructed pursuant to Section 2.2(b) other than those assets described on Schedule VII) (the “Subject Assets”) if: (i) the fair market value (as determined in good faith by the Board of Directors of the Delek Entity that will own the Subject Assets) of the Subject Assets is less than $5.0 million at the time of such acquisition by the Delek Entity or completion of construction, as the case may be; (ii) in the case of an acquisition or the construction of the Subject Assets with a fair market value (as determined in good faith by the Board of Directors of the Delek Entity that will own the Subject Assets) equal to or greater than $5.0 million at the time of such acquisition by a Delek Entity or the completion of construction, as applicable, the Partnership has been offered the opportunity to purchase the Subject Assets in accordance with Section 2.3 and the Partnership has elected not to purchase the Subject Assets; or (iii) notwithstanding Section 2.2(c)(i) and Section 2.2(c)(ii), the Subject Assets described on Schedule VII; (d) the purchase and ownership of a non-controlling interest in any publicly traded entity engaged in any Restricted Activities; and (e) the ownership of equity interests in the General Partner and the Partnership Group.

Permitted Exceptions. As between Buyer and Seller, ▇▇▇▇▇ agrees to accept title, possession, the deed, the survey, and any Additional Title Evidence subject to and notwithstanding the following matters (each a “Permitted Exception” and collectively the “Permitted Exceptions”): (a) existing roads, public utilities and drains; (b) visible or apparent uses and easements; (c) existing pipelines, whether or not visible or apparent and whether or not appearing of record; (d) rights and/or claims relating to or arising from any variation between a deeded boundary line and a fence line, field line, ditch line, or other visible or apparent occupancy or occupancy line and/or the encroachment of any existing use, structure or improvement over any boundary line; (e) any lien for property taxes and/or assessments not yet due and payable; (f) local ordinances and zoning laws; (g) any outstanding reservations, severances and/or other rights with respect to Minerals; (h) any recorded oil and/or gas lease, whether active or not; (i) the provisions of this Agreement and any matter disclosed in this Agreement, including Addendum A; (j) easements, conditions, restrictions, reservations and/or other matters (except Liens, if any) appearing of record and listed, identified or described as exceptions in the Preliminary Title Evidence; and (k) all matters (except Liens, if any) listed, disclosed or described in the Preliminary Title Evidence, whether or not referring to a recorded instrument.

Permitted Exceptions. The Premises are sold and shall be conveyed subject to: (a) Zoning and subdivision laws and regulations, and landmark, historic or wetlands designation, provided that they are not violated by the existing buildings and improvements erected on the property or their use; (b) Consents for the erection of any structures on, under or above any streets on which the Premises abut; (c) Encroachment of ▇▇▇▇▇▇, areas, cellar steps, trim and cornices, if any, upon any street or highway; (d) Real estate taxes that are a lien, but are not yet due and payable; and (e) The other matters, if any, including a survey exception, set forth in a Rider attached.