Seller Liens definition

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

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Seller Liens shall have the meaning assigned thereto in Section 9.3(b).

Seller Liens means Liens arising solely as the result of GATX’s or Seller’s acts or omissions (other than acts or omissions for which Seller or GATX is indemnified pursuant to the Trust Agreement, Lease Back Agreement or Demise Charter) or of claims or demands against GATX or Seller unrelated to (i) Seller’s ownership of the Vessel, (ii) the administration of the Trust Agreement, or (iii) the transactions contemplated by the Lease Back Agreement, the Demise Charter or the Trust Agreement. “Tax” (including, with correlative meaning, the terms “Taxes” and “Taxable”) means (i) all foreign, federal, state, provincial and local taxes, duties or assessments of any nature whatsoever, including all income, profits, franchise, gross receipts, net receipts, capital stock, recording, stamp, document, transfer, severance, payroll, employment, unemployment, social security, disability, sales, use, property, withholding, excise, value-added, ad valorem, occupancy, insurance premium, surplus lines insurance, and other taxes, together with all interest, penalties, service fees and additions imposed by any Governmental Authority with respect to such amounts; and (ii) any liability for the payment of any Tax (A) as a result of being a member of an affiliated, consolidated, combined or unitary group, (B) as a result of any obligation under any Tax sharing, indemnity or similar agreement or arrangement or (C) as a result of transferee or successor liability, whether imposed by Law, contractual arrangement or otherwise.

Examples of Seller Liens in a sentence

Except for Seller Liens to be released at Closing, Seller has good and marketable fee simple absolute title to the Real Property, subject only to the Permitted Exceptions.
Except for the FF&E subject to the FF&E Leases and any applicable Permitted Exceptions, Seller has good and marketable title to the Personal Property, free and clear of all liens, claims, encumbrances or other rights whatsoever (other than the Seller Liens to be released at Closing), and there are no other liens, claims, encumbrances or other rights pending or of which any Seller Party has received notice or which are otherwise known to any Seller Party related to any other Personal Property.
Except for the FF&E subject to the FF&E Leases and any applicable Permitted Exceptions, Seller has good and marketable title to the Personal Property, free and clear of all liens, claims, encumbrances or other rights whatsoever (other than the Seller Liens which must be released at Closing), and there are no other liens, claims, encumbrances or other rights pending or of which any Seller Party has received notice or which are otherwise known to any Seller Party related to any other Personal Property.
Except for Seller Liens to be released at Closing, to Seller’s knowledge, Seller has good and marketable fee simple absolute title to the Real Property, subject only to the Permitted Exceptions.
Except (i) as listed on Schedule 7.1(p) and Schedule 7.1(k) and (ii) for the Franchise Agreement, the Permitted Exceptions and the Seller Liens to be released at Closing, the Company is not a party to and neither the Company nor the Property is otherwise bound by any Agreements.
The Company has good and marketable title to all of the Property (whether real, fee or leasehold, personal or mixed, tangible or intangible) and enjoys quiet possession of all such properties and interests, free and clear of all mortgages and other encumbrances (except for Seller Liens to be paid off at Closing, Permitted Exceptions and current taxes and liens which arise by operation of law with respect to obligations not yet due and payable).
To Seller’s Knowledge, except for Seller Liens to be released at Closing, Seller has good and marketable fee simple absolute title to the Real Property, subject only to the Permitted Exceptions.
Except for any applicable Permitted Exceptions, Seller has good and marketable title to the Personal Property, free and clear of all liens, claims, encumbrances or other rights whatsoever (other than the Seller Liens to be released at Closing), and there are no other liens, claims, encumbrances or other rights pending or of which any Seller Party has received notice or which are otherwise known to any Seller Party related to any other Personal Property.
Except for Seller Liens to be released at Closing, to Seller’s actual knowledge, Seller has good and marketable fee simple absolute title to the Real Property, subject only to the Permitted Exceptions.
Seller shall pay all sums necessary, including prepayment fees, to discharge and release all Seller Liens.

More Definitions of Seller Liens

Seller Liens means any Lien which is created by or results from Liabilities or actions or omissions of Seller or its Affiliates; provided, however, for purposes of this definition, the Subsidiaries shall be deemed not to be Affiliates of Seller or Sub.

Seller Liens means any Liens in the Pledged Equity Collateral granted to the Seller under or pursuant to the Purchase Agreement or any of the Ancillary Agreements.