Permitted Restrictions Sample Clauses
The Permitted Restrictions clause defines the specific limitations or conditions that parties are allowed to impose within the context of an agreement. Typically, this clause outlines what types of restrictions—such as on use, disclosure, or transfer of information—are acceptable and under what circumstances they may be enforced. For example, it may allow certain confidentiality or non-compete restrictions as long as they are reasonable and clearly specified. The core function of this clause is to provide clarity and boundaries regarding what limitations are enforceable, thereby preventing disputes over the scope of permissible restrictions.
Permitted Restrictions. The MHS Facilities shall be demised and leased from the City to the Lessee, and the Acquired Assets shall be conveyed from the City to the Lessee, subject to the restrictions set forth below (the “Permitted Restrictions”):
(i) The terms and conditions of this Operating Lease, the Integration Agreement and the Assumed Contracts;
(ii) Liens for Taxes (as hereinafter defined) and special assessments on MHS Facilities and/or the Acquired Assets that are not yet due and payable or are due and payable but not yet delinquent, including, without limitation, any liens related to real estate taxes which are the subject of any tax reduction proceedings to the extent such proceedings are listed on Schedule 2.1 .2(u);
(iii) Such minor defects, ilTegularities, Encumbrances (as hereinafter defined), easements, rights of way and clouds on title as normally exist with respect to properties or assets, as the case may be, similar in character to the MHS Facilities and/or the Acquired Assets, as the case may be, and as do not, in the aggregate, materially impair the value or interfere with the Lessee’s use of the MHS Facilities or the Acquired Assets, as the case may be, as of the Effective Date;
(iv) Applicable zoning and building ordinances and land use regulations by any applicable Governmental Entity (in the case of the City, acting in its regulatory, police capacity or other governmental capacity, but not in its capacity as lessor to this Operating Lease).
(v) Liens and security interests securing any of the Assumed Liabilities agreed to and accepted by the Lessee prior to the Effective Date;
(vi) Those certain matters disclosed as encroachments on Schedule 2.1 .2(vi);
(vii) Any exceptions caused by Lessee, its agents, representatives or employees;
(viii) Encumbrances for mechanics’, carriers’, workers’, repairmen’s, warehousemen’s, or statutory liens or other similar liens which are not yet delinquent, or are being contested in good faith and by appropriate proceedings in respect thereof with respect to each Assumed Contract and are listed on Schedule 2.1 .2(viii);
(ix) Those B-2 exceptions to title described in Schedule 2.1 .2(ix);
(x) For the Leased Real Property and Leases which are Assumed Contracts (excluding any Leases under which the City is the owner of the Real Property) only, utility, access and other easements and rights-of-way, mineral rights, restrictions and exceptions that will not materially interfere with or impair the Lessee’s use of the MHS Facilities...
Permitted Restrictions. The restrictions set forth in Section 3.2(b) and (c) are subject to (i) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (ii) restrictions and conditions imposed by any agreement relating Permitted Indebtedness if such restrictions or conditions apply only to the property or assets securing such Permitted Indebtedness and (iii) customary provisions in leases and other contracts restricting the assignment thereof.
Permitted Restrictions. The Leased District Property shall be demised and leased from the District to the Lessee, and the Acquired Assets shall be conveyed from the District to the Lessee, subject to the restrictions set forth below (the “Permitted Restrictions”):
(i) The terms and conditions of this Operating Lease, the Integration Agreement and the Assumed Contracts;
(ii) Tax liens and special assessments on Leased District Property and/or the Acquired Assets that are not yet due and payable and for which adequate reserves have been established in accordance with GAAP, including, without limitation, any liens related to real estate taxes which are the subject of any tax reduction proceedings to the extent such proceedings are listed on Schedule 2.1.2(ii);
(iii) Applicable zoning and building ordinances and land use regulations by any applicable Governmental Entity (as herein defined) (in the case of the District, acting in its governmental capacity, but not in its capacity as lessor to this Operating Lease). As used herein, “Governmental Entity” means any local or state government or authority or federal government or authority of the United States of America, including each of their respective branches, departments, agencies, commissions, boards, bureaus, courts, instrumentalities or other subdivisions, including the Colorado Department of Health Care Policy and Financing and the U.S. Department of Health and Human Services, Centers for Medicare & Medicaid Services;
Permitted Restrictions. Gogo may implement reasonable processes to monitor or control use of the ATG Network, and may also impose restrictions to prevent overburdening the ATG Network, consistent with the usage limitations provided in this Agreement, or to prevent Misuse.
Permitted Restrictions. The restrictions in Section 3.12(A) will not apply to encumbrances or restrictions existing under or by reason of:
(i) agreements governing Existing Indebtedness or First Priority Debt as in effect on the Issue Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Date;
(ii) this Indenture, the Notes, the Guarantees and the Collateral Agreements;
(iii) applicable law;
(iv) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition, which encumbrance or restriction is not applicable to any Person, or the Properties or assets of any Person, other than the Person, or the Property or assets of the Person, so acquired; provided, however, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;
(v) customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices;
(vi) purchase money obligations for Property acquired in the ordinary course of business that impose restrictions on that Property of the nature described in Section 3.12(A)(iii);
(vii) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;
(viii) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(ix) agreements governing other Indebtedness of the Company and one or more Restricted Subsidiaries permitted under this Indenture, provided that the restrictions in the agreements governing such Indebtedness are not materially more restrictive, taken as a whole, than those in this Indenture or the Term Loan Agreement;
(x) Liens permitted to be incurred under Section 3.16 that limit the right of the debtor to dispose of the as...
Permitted Restrictions. Naming Rights Holder agrees that KCP shall not be in default under this Agreement if Naming Rights Holder is prohibited or otherwise prevented from receiving the benefit of and/or rights to certain aspects of the Arena Advertising Inventory or if one or more Savvis Direct Competitors is able to promote their goods or services under limited circumstances in connection with one or more Arena Events in a manner which would otherwise be in violation of the advertising exclusivity as a result, in either case, of rules, regulations, restrictions, limitations, agreements, laws, ordinances or requirements to the extent that either (i) the existence or the adoption of such rules, regulations, restrictions, limitations, agreements, laws, ordinances or requirements was not the result of the acts or omissions of KCP or its affiliates, partners, members, shareholders, directors or principals; (ii) the avoidance of implementation or the application of rules, regulations, restrictions, limitations, laws, ordinances, agreements or requirements satisfying the requirements of (i) above is beyond the "commercially reasonable control" of KCP and/or its affiliates, partners, members, shareholders, directors or principals; or (iii) the existence or adoption of such rules, regulations, restrictions, limitations, agreements, laws, ordinances or requirements resulted from the affirmative actions of KCP or its affiliates, partners, members, shareholders, directors or principals, but such affirmative actions were not within the commercially reasonable control of KCP or its affiliates, partners, members, shareholders, directors or principals, to avoid taking (rules, regulations, restrictions, limitations, agreements and/or requirements that satisfy (i) or (ii) above are individually a "Permitted Restriction" and are collectively "Permitted Restrictions"). For purpose of this