Permitted Exceptions Clause Samples

Permitted Exceptions. Except as otherwise provided in this Article VIII, the Sellers shall sell and convey title to each Property subject only to the Permitted Exceptions with respect to such Property.

Permitted Exceptions. The Permitted Exceptions do not materially and adversely affect (1) the ability of the Borrower to pay in full the principal and interest on the Note in the manner provided for therein or (2) the use of the Property for the use currently being made thereof, the operation of the Property as currently being operated or the value of the Property.

Permitted Exceptions. The Property shall be conveyed subject to the matters which are, or are deemed to be, Permitted Exceptions pursuant to Article II hereof (herein referred to collectively as the “Permitted Exceptions”).

Permitted Exceptions. Attached as Exhibit "2" to this Agreement is a list of exceptions, encumbrances and other items which shall be exceptions to title to the Real Property conveyed to Buyer (the "Permitted Exceptions"). At the Closing, Seller shall deliver the Property to Buyer free and clear of all Liens (as defined below) except the Permitted Exceptions, and Seller agrees to cure or otherwise remove, at or prior to Closing any mechanics' lien, mortgage, security instrument and/or other monetary lien recorded against Seller's title to the Property (such financial encumbrances to be cured or otherwise removed by Seller are collectively referred to herein as the "Financial Encumbrances"); provided, however, that Seller shall not be required to cure or otherwise remove any Lien created or suffered by or through Buyer or any instrument securing the Loan. If Seller shall fail to cause any Lien or Financial Encumbrance not permitted hereunder to be removed from the Property, Buyer may cause the same to be removed and may receive a credit towards the Purchase Price and deduct the reasonable cost of any such removal (including attorneys' fees in connection therewith) from the amount to be paid to Seller at the Closing. "Liens" means any mortgage, deed of trust, lien, pledge, hypothecation, assignment, security interest, or any other encumbrance or charge recorded against Seller's title to the Property, any portion thereof or any interest of Seller therein, including, without limitation, any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, the filing of any financing statement, and the filing of mechanic's, materialmen's and other liens and encumbrances. As used in this Agreement, to "cure" or "remove" shall mean that Seller shall: (i) take such actions as may be necessary to eliminate (of record or otherwise, as appropriate) the claim giving rise to the particular exception or encumbrance, or (ii) cause the Title Company (as defined below) to remove the exception or encumbrance, as applicable, as an exception to title in Buyer's Title Policy (as defined below) or to insure against the same to the reasonable satisfaction of Buyer.

Permitted Exceptions. Notwithstanding any provision of Section 3.1 to the contrary, the restrictions in this Agreement shall not prevent any Partnership Group Member from: (a) owning, operating or chartering any Non-Five-Year Vessel that was previously a Five-Year Vessel while owned by any Partnership Group Member; (b) acquiring one or more Non-Five-Year Vessels as part of the acquisition of a controlling interest in a business or package of assets and owning, operating or chartering those Non-Five-Year Vessels; provided, however, that: (i) if less than a majority of the value of the business or assets acquired is attributable to Non-Five-Year Vessels, as determined in good faith by the Board, such Partnership Group Member must offer to sell such Non-Five-Year Vessels to Höegh for their fair market value plus any applicable Break-up Costs in accordance with the procedures set forth in Section 4.1; and (ii) if a majority or more of the value of the business or assets acquired is attributable to Non-Five-Year Vessels, as determined in good faith by the Board, the MLP shall notify Höegh of the proposed acquisition in writing. Höegh shall, not later than the 10th calendar day following receipt of such notice, notify the MLP if it or any other Höegh Entity wishes to acquire any Non-Five-Year Vessel forming part of that business or package of assets in cooperation and simultaneously with the Partnership Group Member acquiring the Five-Year Vessels forming part of that business or package of assets. If Höegh does not notify the MLP of its intent to pursue the acquisition within such 10 calendar days, the Partnership Group Member may proceed with the acquisition and then offer to sell such Non-Five-Year Vessels to Höegh as provided in Section 3.2(b)(i); (c) acquiring, owning, operating or chartering any Non-Five-Year Vessel that is subject to an offer to purchase by a Höegh Entity as described in Section 3.2(b) pending the offer of such Non-Five-Year Vessel to Höegh and Höegh’s determination pursuant to Section 4.1 whether to purchase the Five-Year Vessel and, if Höegh has determined to purchase or cause any Höegh Entity to purchase such Five-Year Vessel, pending the closing of such purchase; or (d) acquiring, owning, operating or chartering Non-Five-Year Vessels if Höegh has previously advised the MLP that it consents to such acquisition, ownership, operation or charter.

Permitted Exceptions. Notwithstanding any provision of Section 4.1 to the contrary, the LNG Partnership Group Members and the Offshore Partnership Group Members may engage in the following activities under any of the following circumstances: (a) the LNG Partnership Group Members may engage in the ownership, operation and/or chartering of any of the Suezmax Assets, including any Replacement Suezmax Assets; (b) the Offshore Partnership Group Members may engage in the ownership, operation and/or chartering of any of the Aframax Assets, including any Replacement Aframax Assets; (c) the ownership, operation and/or chartering of any Crude Oil Assets that it acquires after the date of this Agreement if: (i) such Crude Oil Assets are acquired as part of a business or package of assets in a transaction in which the fair market value of such Crude Oil Assets represents less than a majority of the fair market value of the total assets or business acquired (fair market value as determined in good faith by the Conflicts Committee of the board of directors of Teekay LNG General Partner or Teekay Offshore General Partner, as applicable); and (ii) the LNG Partnership Group Member or Offshore Partnership Group Member, as applicable, has offered Teekay the opportunity for Teekay or any other Teekay Entity to purchase such Crude Oil Assets in accordance with the procedures set forth in Section 5.1 and Teekay has elected not to purchase and not to cause another Teekay Entity to purchase such Crude Oil Assets; (d) the ownership, operation and/or chartering of Crude Oil Assets that are subject to an offer by an LNG Partnership Group Member or an Offshore Partnership Group Member as described in Section 4.2(c) pending Teekay's determination whether to purchase the Crude Oil Assets and, if Teekay determines to cause a Teekay Entity to purchase such Crude Oil Assets, pending the closing of such purchase; (e) the acquisition of up to a 9.9% equity ownership, voting or profit participation interest in any publicly traded Person that engages in a Crude Oil Restricted Business; or (f) the ownership, operation and/or chartering by an LNG Partnership Group Member or an Offshore Partnership Group Member of any Crude Oil Assets with respect to which Teekay has previously advised Teekay LNG General Partner or Teekay Offshore General Partner, as applicable, that Teekay has elected not to cause a Teekay Entity to acquire (or seek to acquire).

Permitted Exceptions. Notwithstanding any provision of Section 2.1 to the contrary, the Delek Entities may engage in the following activities under the following circumstances (collectively, the “Permitted Exceptions”): (a) the ownership and/or operation of any of the Retained Assets (including replacements or expansions of the Retained Assets); (b) the acquisition, ownership or operation of any logistics asset, including, without limitation, any crude oil or refined products pipeline, terminal or storage facility, that is (i) acquired or constructed by a Delek Entity and (ii) within, substantially dedicated to, or an integral part of, any refinery owned, acquired or constructed by a Delek Entity; (c) the acquisition, ownership or operation of any asset or group of related assets used in the activities described in Section 2.1 that are acquired or constructed by a Delek Entity after November 7, 2012 (excluding assets acquired or constructed pursuant to Section 2.2(b) other than those assets described on Schedule VII) (the “Subject Assets”) if: (i) the fair market value (as determined in good faith by the Board of Directors of the Delek Entity that will own the Subject Assets) of the Subject Assets is less than $5.0 million at the time of such acquisition by the Delek Entity or completion of construction, as the case may be; (ii) in the case of an acquisition or the construction of the Subject Assets with a fair market value (as determined in good faith by the Board of Directors of the Delek Entity that will own the Subject Assets) equal to or greater than $5.0 million at the time of such acquisition by a Delek Entity or the completion of construction, as applicable, the Partnership has been offered the opportunity to purchase the Subject Assets in accordance with Section 2.3 and the Partnership has elected not to purchase the Subject Assets; or (iii) notwithstanding Section 2.2(c)(i) and Section 2.2(c)(ii), the Subject Assets described on Schedule VII; (d) the purchase and ownership of a non-controlling interest in any publicly traded entity engaged in any Restricted Activities; and (e) the ownership of equity interests in the General Partner and the Partnership Group.

Permitted Exceptions. As between Buyer and Seller, Buyer agrees to accept title, possession, the deed, any title insurance and any survey subject to and notwithstanding the following matters (each a “Permitted Exception”; collectively the “Permitted Exceptions”): (a) existing roads, public utilities and drains; (b) visible and/or apparent uses and easements (and any utility easements serving the Property, whether or not visible or apparent); (c) existing pipelines, whether or not visible or apparent and whether or not appearing of record; (d) rights and/or claims relating to or arising from any variation between a deeded boundary line and a fence line, field line, ditch line or other visible occupancy or occupancy line; (e) any lien for Taxes not yet due and payable; (f) local ordinances, zoning laws and regulations or orders of municipal and/or other governmental authorities; (g) private building and use restrictions of record; (h) set back and building lines; (i) any outstanding reservations, severances and/or other rights with respect to Minerals; (j) any recorded oil and/or gas lease, whether active or not; (k) the provisions of this Agreement and any matter disclosed in this Agreement (including Addendum A); (l) all environmental issues; (m) any easement, covenant, condition, restriction and/or other matter appearing of record and affecting the Property (except Liens, if any); and (n) all easements, conditions, restrictions, reservations and/or other matters affecting the Property (except Liens, if any) appearing of record and disclosed, identified or listed as exceptions in the Preliminary Title Evidence.

Permitted Exceptions. The Premises are sold and shall be conveyed subject to: (a) Zoning and subdivision laws and regulations, and landmark, historic or wetlands designation, provided that they are not violated by the existing buildings and improvements erected on the property or their use; (b) Consents for the erection of any structures on, under or above any streets on which the Premises abut; (c) Encroachment of ▇▇▇▇▇▇, areas, cellar steps, trim and cornices, if any, upon any street or highway; (d) Real estate taxes that are a lien, but are not yet due and payable; and (e) The other matters, if any, including a survey exception, set forth in a Rider attached.