Real Property Permitted Liens definition

Real Property Permitted Liens means only the following: (a) Taxes that are (i) not due and payable as of the Closing Date or (ii) being contested in good faith and for which appropriate reserves have been established in accordance with GAAP; (b) mechanics’ liens and other statutory liens for labor, materials, or supplies furnished to the Real Property or any portion thereof that are incurred in the Ordinary Course of Business with respect to obligations that are (i) not due and payable as of the Closing Date or (ii) being contested in good faith and for which appropriate reserves have been established in accordance with GAAP; (c) zoning laws, regulations, ordinances, building codes and other land use laws regulating the use or occupancy of any portion of the Real Property or the activities conducted thereon which are imposed by any governmental authority having jurisdiction over such portion of Real Property, provided that the current use and occupancy of such portion of the Real Property affected thereby and the operation of the Business as currently conducted thereon, is permitted by such applicable codes, laws, regulations and ordinances and are not in violation thereof; (d) the Owned Real Property Leases, if any and (e) easements, covenants, conditions, use restrictions and similar encumbrances recorded against the Real Property or any portion thereof or that would be described on a properly obtained property survey, provided that the foregoing do not and would not, individually or in the aggregate, give rise to a Material Adverse Effect.
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Real Property Permitted Liens means (i) all exceptions, restrictions, easements and rights of way disclosed in policies of title insurance; (ii) Liens for Taxes, assessments or other governmental charges not yet delinquent or the amount or validity of which is being contested in good faith by appropriate proceedings; (iii) landlords’ Liens arising or incurred in the ordinary course of business; and (iv) Liens set forth on Exhibit 2.14 which such Liens set forth on Exhibit 2.14 shall be removed at or in connection with the Closing.
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Real Property Permitted Liens means (x) with respect to the Leased Real Property, any (a) restriction contained in any covenant or deed of record; (b) easement, license, covenant, right-of-way or other similar restriction, including any other agreement or restriction which would be shown by a current title report or other similar report or listing; (c) condition that may be shown by a current survey, title report or physical inspection; (d) zoning, land use, building or other similar restriction, so long as none of the items in (a), (b), (c) or (d) renders the title of such real property unmarketable or prevents the use of such real property substantially as currently used; (e) any Lien listed on Schedule 1.1(e); (f) any Lien which affects only the underlying fee simple property and not the Seller’s interest in such property under the Real Property Lease or (g) the pre-printed exceptions set forth in, and the exceptions set forth on Schedule B-Part 2 to, the Leasehold Title Commitments other than those exceptions that are removed through delivery of the Title Affidavits, and (y) with respect to the Owned Real Property, (i) the pre-printed exceptions set forth in, and the exceptions set forth on Schedule B-Part 2 to, the Title Commitment other than those exceptions that are removed through delivery of the Title Affidavits and (ii) the exclusions and reservations set forth in the Real Property Deed.
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Examples of Real Property Permitted Liens in a sentence

  • Fee simple ownership of all Owned Real Property is vested in the Company free and clear of all Liens other than Real Property Permitted Liens.

  • To the Knowledge of Seller, except as set forth in Schedule 3.8(b), the Company has good and marketable title to its material assets, free and clear of all liens, pledges, security interests, charges, claims, restrictions and encumbrances of any nature whatsoever (except, with respect to the Real Property, Permitted Liens).

  • The Company has good and indefeasible fee simple title to, and the right to quiet enjoyment of, the Property, free and clear of all Liens, except Real Property Permitted Liens.

  • Xxxxxrs shall have arranged for issuance of a title insurance commitment for the Leased Real Property (with the premium(s) therefore being at Buyer's expense), in form and substance reasonably acceptable to Buyer, and with all exceptions listed therein reasonably acceptable to Buyer, whether or not such exceptions constitute Real Property Permitted Liens hereunder.

  • Notification of Change: Failure to notify the County within thirty (30) days of a change in the local representative constitutes a violation and is grounds for a penalty pursuant to this section.

  • Except as set forth in SCHEDULE 3.8(b), each Company has good and marketable title to its material assets, free and clear of all Liens (except, with respect to the Real Property, Permitted Liens).

  • The Company or the applicable Subsidiary or Affiliate owns the Owned Real Property subject to no Liens (including, without limitation, leases, occupancy agreements, possessory rights, options and rights of first refusal) except as set forth on schedule 6.15(a) (the "Owned Real Property Permitted Liens").

  • Seller has, or on the Closing Date will have, good, valid and marketable fee simple title to the Owned Real Property free and clear of all Liens, except the Owned Real Property Permitted Liens.

  • Except as set forth in Schedule 3.8(b), each Company has good and marketable title to its material assets, free and clear of all Liens (except, with respect to the Real Property, Permitted Liens).

  • Prior to Closing, the Company shall have terminated all Liens other than Personal Property Permitted Liens and Real Property Permitted Liens which are not required to be removed pursuant to Section 2.8 and 2.14 above.


More Definitions of Real Property Permitted Liens

Real Property Permitted Liens means only the following: (a) Taxes that are (i) not due and payable as of the Closing Date or (ii) being contested in good faith and for which appropriate reserves have been established in accordance with GAAP; (b) mechanics’ liens and other statutory liens for labor, materials, or supplies furnished to the Real Property or any portion thereof that are incurred in the Ordinary Course of Business with respect to obligations that are (i) not due and payable as of the Closing Date or (ii) being contested in good faith and for which appropriate reserves have been established in accordance with GAAP;(c) zoning laws, regulations, ordinances, building codes and other land use laws regulating the use or occupancy of any portion of the Real Property or the activities conducted thereon which are imposed by any governmental authority having jurisdiction over such portion of Real Property, provided that the current use and occupancy of such portion of the Real Property affected thereby and the operation of the Business as currently conducted thereon, is permitted by such applicable codes, laws, regulations and ordinances and are not in violation thereof; (d) the Owned Real Property Leases, if any and (e) easements, covenants, conditions, use restrictions and similar encumbrances recorded against the Real Property or any portion thereof or that would be described on a properly obtained property survey, provided that the foregoing do not and would not, individually or in the aggregate, give rise to a Material Adverse Effect.
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Related to Real Property Permitted Liens

  • 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.

  • 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.

  • Permitted Encumbrances means:

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

  • Permitted Liens means, with respect to any Person:

  • 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.

  • Permitted Prior Liens means (1) Liens described in clauses (9), (10), (11), (13), (14), (15), (18), (21), (22), (23), (24), (25), (27), (31), (32) and (33) of the definition of "Permitted Liens," (2) Liens refinancing or replacing any of the Liens contemplated in clause (1) of this definition and (3) Liens that arise by operation of law and are not voluntarily granted, to the extent entitled by law to priority over the security interests created by the Security Documents or the Xxxxxx Security Documents, as applicable.

  • 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 worker’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) 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 incident to the gathering, transportation, operation and maintenance of the Pipeline Properties or statutory landlord’s liens, each of which is in respect of obligations that have not been outstanding more than 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) encumbrances of third party surface owners and owners of other estates in lands (other than lands to which the Borrower or any of its Subsidiaries has fee simple title) covered by Pipeline right-of-ways, permits and easements; (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 Borrower or any of its Subsidiaries for the purpose of roads, pipelines, transmission lines, transportation lines, distribution lines for the removal of gas, oil, 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 Borrower or any of its Subsidiaries or materially impair the value of such Property subject thereto; (vi) that certain Surface Lease Agreement dated as of February 1, 2000, by and between Texaco Exploration and Production, Inc., predecesssor in interest to APL Mid-Continent, as lessor, and Xxxxx Federal Credit Union, as lessee; (vii) 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 (viii) Liens which do not materially interfere with the occupation, use, and enjoyment by Borrower of the Pipeline Properties in the ordinary course of business as presently conducted or materially impair the value thereof for the purposes thereof.

  • Permitted Existing Liens means the Liens on assets of the Borrower and its Subsidiaries identified as such on Schedule 1.1.3 to this Agreement.

  • Real Property Interests means all interests in Owned Real Property and Leased Real Property, including fee estates, leaseholds and subleaseholds, purchase options, easements, licenses, rights to access, and rights of way, and all buildings and other improvements thereon and appurtenant thereto, owned or held by Sellers that are used in the business or operations of the Stations, together with any additions, substitutions and replacements thereof and thereto between the date of this Agreement and the Closing Date, but excluding the Excluded Real Property Interests.

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

  • 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.

  • Real Properties means, at any time, a collective reference to each of the facilities and real properties owned, leased or operated by the Consolidated Parties at such time.

  • Permitted Collateral Liens means (a) in the case of Collateral other than Mortgaged Property, the Liens permitted under Section 6.01 and (b) in the case of Mortgaged Property, “Permitted Collateral Liens” shall mean the Liens described in clauses (a), (c), (d), (g), (h), (o), (p) and (u) of Section 6.01.

  • 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.

  • 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 (other than Tenant) of a direct or indirect interest in the Leased Property, or which result from any violation by Landlord of any terms of this Agreement or the Purchase 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; 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.

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

  • Excluded Personal Property has the meaning set forth in Section 2.2(c).

  • Real Property Security Documents means the Landlord Consent and any mortgage or deed of trust or any other real property security document executed or required hereunder to be executed by any Obligor and granting a security interest in real Property owned or leased (as tenant) by any Obligor in favor of the Lenders.

  • Real Property Laws shall have the meaning set forth in Section 3.8(c).

  • Environmental Liens shall have the meaning set forth in Section 12.5 hereof.

  • Real Property means any estates or interests in real property now owned or hereafter acquired by any Grantor and the improvements thereto.

  • Mortgaged Real Property means each of the parcels of real property set forth on Schedule 4 hereto, or interests therein, owned in fee by a Credit Party, together with each other parcel of Real Property that shall become subject to a Mortgage after the Closing Date, in each case together with all of such Credit Party’s right, title and interest in the improvements and buildings thereon and all appurtenances, easements or other rights belonging thereto.

  • Permitted Licenses are (A) licenses of over-the-counter software that is commercially available to the public, and (B) non-exclusive and exclusive licenses for the use of the Intellectual Property of Borrower or any of its Subsidiaries entered into in the ordinary course of business, provided, that, with respect to each such license described in clause (B), (i) no Event of Default has occurred or is continuing at the time of such license; (ii) the license constitutes an arms-length transaction, the terms of which, on their face, do not provide for a sale or assignment of any Intellectual Property and do not restrict the ability of Borrower or any of its Subsidiaries, as applicable, to pledge, grant a security interest in or lien on, or assign or otherwise Transfer any Intellectual Property; (iii) in the case of any exclusive license, (x) Borrower delivers ten (10) days’ prior written notice and a brief summary of the terms of the proposed license to Collateral Agent and the Lenders and delivers to Collateral Agent and the Lenders copies of the final executed licensing documents in connection with the exclusive license promptly upon consummation thereof, and (y) any such license could not result in a legal transfer of title of the licensed property but may be exclusive in respects other than territory and may be exclusive as to territory only as to discrete geographical areas outside of the United States; and (iv) all upfront payments, royalties, milestone payments or other proceeds arising from the licensing agreement that are payable to Borrower or any of its Subsidiaries are paid to a Deposit Account that is governed by a Control Agreement.

  • 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 (i) Liens permitted under Section 9.02(c), (d), (e), (f), (g), and (j), and (ii) Liens permitted under Section 9.02(b) provided that such Liens are also of the type described in Section 9.02(c), (d), (e), (f), (g), and (j).