Permitted Encumbrances definition
Permitted Encumbrances means:
Permitted Encumbrances has the meaning set forth in Section 3.10(a).
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.
Examples of Permitted Encumbrances in a sentence
In addition, each such leased property and leasehold interest is free and clear of all Encumbrances other than Permitted Encumbrances.
As a condition to Purchaser’s obligation to close, the Title Company shall deliver to Purchaser at Closing the Title Policy issued by the Title Company as of the date and time of the recording of the Deed, in the amount of the Purchase Price, insuring Purchaser as owner of marketable fee simple title to the Property, and subject to the Permitted Encumbrances.
On the Effective Date prior to the transactions contemplated in Section 2.1, Seller is the sole member of the Project Company and holds 100% of the ownership interests in the Project Company (subject to no Encumbrances other than those granted pursuant to the Construction Financing Documents and Permitted Encumbrances set forth in clause (e) of the definition thereof), which are validly issued and duly authorized.
Except as contemplated by clause (f) of the 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.
Assignor hereby sells, assigns, conveys, transfers and delivers all of Assignor’s right, title and interest in and to the Interests, free and clear of all Encumbrances (except for Permitted Encumbrances), to Assignee, and Assignee hereby accepts this assignment and purchases and assumes the Interests from Assignor.
More Definitions of Permitted Encumbrances
Permitted Encumbrances means any of the following:
Permitted Encumbrances has the meaning specified in the Mortgages.
Permitted Encumbrances shall not include any Lien securing Indebtedness.
Permitted Encumbrances means: (a) acts or omissions of Buyer or any of its Affiliates that have created an Encumbrance as to the RockGen Assets; (b) liens for Taxes or other governmental charges or assessments not yet due or delinquent or the validity of which are being contested in good faith; (c) mechanics’, materialmen’s, carriers’, workers’, repairers’ and other similar liens arising or incurred in the ordinary course of business which secure unpaid obligations which are not yet delinquent; (d) zoning, entitlement, conservation restriction and other regulations imposed by Governmental Authorities; (e) easements, restrictions, covenants and other matters of record as of the Effective Date (other than those set forth on Schedule 1.1-PL); (f) Encumbrances arising in the ordinary course of business under workers’ compensation, unemployment insurance, social security, retirement or similar Laws except as may be related to failures to pay or delinquent payments by Seller; (g) Encumbrances on goods in transit incurred in the ordinary course of business pursuant to documentary letters of credit or shipper’s Encumbrances; (h) with respect to real property, all matters reflected in surveys, title commitments, title reports, proforma title policies, mineral rights reports or title opinions made available or delivered to Buyer (other than those set forth on Schedule 1.1-PL); (i) with respect to personal property, all matters of record reflected in a UCC lien and judgment search (other than those set forth on Schedule 1.1-PL); (j) any mineral or subsurface rights or interests affecting the Site; (k) rights reserved to or vested in any Governmental Authority to control or regulate, in whole or in part, the Facility or Site in any manner and all obligations and duties under all applicable Laws and Governmental Orders; (l) any restriction, including restrictions on transfer, liens or other matters arising from, permitted by, or required by, any law or governmental regulation relating to environmental matters.
Permitted Encumbrances means the following:
Permitted Encumbrances means the following types of Liens (excluding any such Lien imposed pursuant to Section 401(a)(29) or 412(n) of the Internal Revenue Code or by ERISA, any such Lien relating to or imposed in connection with any Environmental Claim, and any such Lien expressly prohibited by any applicable terms of any of the Collateral Documents):
Permitted Encumbrances means the following encumbrances: (a) Liens for taxes or assessments or other governmental Charges not yet due and payable or which are being contested in accordance with Section 5.2(b); (b) pledges or deposits of money securing statutory obligations under workmen's compensation, unemployment insurance, social security or public liability laws or similar legislation (excluding Liens under ERISA); (c) pledges or deposits of money securing bids, tenders, contracts (other than contracts for the payment of money) or leases to which any Credit Party is a party as lessee made in the ordinary course of business; (d) inchoate and unperfected workers', mechanics' or similar liens arising in the ordinary course of business, so long as such Liens attach only to Equipment, Fixtures and/or Real Estate; (e) carriers', warehousemen's, suppliers' or other similar possessory liens arising in the ordinary course of business and securing liabilities in an outstanding aggregate amount not in excess of $250,000 at any time, so long as such Liens attach only to Inventory; (f) deposits securing, or in lieu of, surety, appeal or customs bonds in proceedings to which any Credit Party is a party; (g) any attachment or judgment lien not constituting an Event of Default under Section 8.1(j); (h) zoning restrictions, easements, licenses, or other restrictions on the use of any Real Estate or other minor irregularities in title (including leasehold title) thereto, so long as the same do not materially impair the use, value, or marketability of such Real Estate; (i) presently existing or hereafter created Liens in favor of Agent, on behalf of Lenders; (j) licenses, leases or subleases granted to other Persons not interfering in any material respect with the business of Borrower or any of its Subsidiaries; (k) bankers' Liens, rights of setoff and similar Liens incurred on deposits made in the ordinary course of business; (l) Liens arising from precautionary UCC financing statements regarding operating leases; and (m) Liens expressly permitted under clauses (b), (c) and (d) of Section 6.7 of the Agreement.