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).
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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.
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Examples of Seller Liens in a sentence

  • Seller may elect (but shall not be obligated) to remove or cause to be removed, or insured over, at its expense any Title Defects as set forth in a Title Defect Notice (other than Seller Liens which Seller shall be obligated to discharge), and shall be entitled to a reasonable adjournment of the Closing (not to exceed ten (10) days) for the purpose of such removal or cure, which removal or cure will be deemed effected by discharging of record the same such that it is not binding upon Buyer or the Assets.

  • In such event, this Agreement shall remain in effect and the parties shall proceed to Closing but Buyer shall not be entitled to any abatement of the Purchase Price, any credit or allowance of any kind or any claim or right of action against Seller for damages or otherwise by reason of the existence of any such Title Defect accepted by Xxxxx (subject to Buyer’s rights in Section 9.3(b) with respect to Seller Liens).


More Definitions of Seller Liens

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.
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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.
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Related to Seller Liens

  • Permitted Encumbrances means:

  • Permitted Liens means, with respect to any Person:

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

  • Permitted Encumbrance means, with respect to any Mortgaged Property, such exceptions to title as are set forth in the title insurance policy or title commitment delivered with respect thereto, all of which exceptions must be acceptable to the Administrative Agent in its reasonable discretion.

  • 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 workmen'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) operators', 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 exploration, development, operation and maintenance of Oil and Gas Properties or 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) any Liens reserved in leases or farmout agreements for rent or royalties and for compliance with the terms of the farmout agreements or leases in the case of leasehold estates, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject thereto; (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 Subsidiary for the purpose of roads, pipelines, transmission lines, transportation lines, distribution lines for the removal of gas, oil, coal or other minerals 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 Subsidiary or materially impair the value of such Property subject thereto; (vi) 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 (vii) Liens permitted by the Security Instruments.

  • Encumbrances means any mortgages, pledges, liens, security interests, conditional and installment sale agreements, activity and use limitations, conservation easements, deed restrictions, encumbrances and charges of any kind.

  • Purchased Assets has the meaning set forth in Section 2.1.

  • Acquired Assets has the meaning set forth in Section 2.1.

  • Excluded Assets has the meaning set forth in Section 2.2.