Permitted Encumbrances definition
Permitted Encumbrances means:
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 set forth in Section 3.10(a).
Examples of Permitted Encumbrances in a sentence
All of the outstanding shares of capital stock of, or equity interests in, each of the Subsidiaries of Parent are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights, and all such shares and equity interests are owned of record and beneficially, directly or indirectly, by Parent free and clear of all Encumbrances, other than Permitted Encumbrances or arising pursuant to applicable securities Legal Requirements.
All of the outstanding shares of capital stock of, or equity interests in, each of the Subsidiaries of the Company are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights, and all such shares and equity interests (other than the OpCo common units owned by Rhino) are owned of record and beneficially, directly or indirectly, by the Company free and clear of all Encumbrances, other than Permitted Encumbrances or arising pursuant to applicable securities Legal Requirements.
More Definitions of Permitted Encumbrances
Permitted Encumbrances means (i) Encumbrances for Taxes, assessments and other governmental charges which are not due and payable and which may thereafter be paid without interest or penalty or which are being contested in good faith through appropriate Proceedings, in each case, only if adequate reserves with respect thereto have specifically been established therefor; (ii) the title and other interests of a lessor under a capital or operating lease or of a licensor under a license or royalty agreement; (iii) Encumbrances arising or resulting from any action taken by Buyer or any of its Affiliates; (iv) Encumbrances identified on Schedule A-9 of the Disclosure Letter; (v) with respect to any Business Asset, Encumbrances which do not in any material respect interfere with or restrict the use of such Business Asset in the conduct of the Business; (vi) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Encumbrances arising in the ordinary course of business, for which no foreclosure Proceeding is pending or, to the Knowledge of Parent, threatened and which, if such Encumbrances secure obligations that are then overdue by more than 30 days and unpaid, are adequately bonded, or are being contested in good faith; (vii) zoning restrictions, easements, licenses or other restrictions on the use of any Owned Real Property or other minor irregularities in title thereto or encumbrances thereon, so long as the same do not, individually or in the aggregate, interfere with or impair the use of such Owned Real Property in the manner normally used; (viii) Encumbrances disclosed in any title reports which have been made available to Buyer, along with the title exception documents referred to therein, for the specific Owned Real Property to which they relate, in each case prior to the date of this Agreement; (ix) Encumbrances securing the Indebtedness of Parent and its Affiliates that will be released on or prior to Closing, (x) any Encumbrances that appear in title insurance policies with respect to Owned Real Property obtained by Buyer; (xi) Encumbrances that would be reflected in a survey of the Owned Real Property; (xii) such other Encumbrances as in the aggregate would not be reasonably likely to be material to the Business; and (xiii) all Encumbrances related to any Transferred Company Indebtedness that remains outstanding as of the Closing Date in accordance with the Agreement.
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 shall have the meaning set forth in Section 2.05(a) hereof.
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):