The Permitted Exceptions Sample Clauses
The Permitted Exceptions clause defines specific circumstances under which certain obligations or restrictions in an agreement do not apply. In practice, this clause lists actions or situations that are exempt from otherwise applicable prohibitions, such as allowing disclosure of confidential information when required by law or permitting use of intellectual property for internal purposes. Its core function is to provide flexibility and clarity by outlining recognized exceptions, thereby preventing unintended breaches and ensuring the agreement remains practical and enforceable in real-world scenarios.
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The Permitted Exceptions. The delivery to Buyer of the instruments of transfer of ownership contemplated by this Agreement will vest good and marketable title, or good and indefeasible title, as the case may be, to the Acquisition Assets in Buyer, free and clear of all Liens. The Acquisition Assets include all assets, rights and interests used in the ▇▇▇▇▇▇▇ Business (whether or not owned by Seller) other than the Excluded Assets and other than assets, rights and interests which Seller has the right to use under the Assigned Contracts, and which Buyer shall have the right to use after the Closing Date pursuant to the Assigned Contracts.
The Permitted Exceptions. It shall be a condition precedent to Buyer's obligation to purchase the Property that Title Company issue to Buyer on the Closing Date a standard form CLTA owner's title insurance policy ("Owner's Policy"), in the face amount of the Purchase Price, which policy shall (i) show title to the Property to be vested of record in Buyer, (ii) show the Permitted Exceptions to be the only exceptions to title, and (iii) contain such endorsements and reinsurance as Buyer shall require (and the Title Company shall agree to issue) prior to the expiration of the Due Diligence Period.
The Permitted Exceptions. All of the foregoing exceptions shall be referred to collectively as the "Conditions of Title". At the Closing, Seller shall also convey by suitable instruments of transfer, without warranty, the Property other than the Real Property (the "Bill of Sale").
The Permitted Exceptions. The Purchase Price takes into account the fact that the Property shall be conveyed to Purchaser subject to the Permitted Exceptions.
The Permitted Exceptions. As a condition to Buyer's obligation to close, the Escrow Agent shall deliver to Buyer at Closing an ALTA Owner's Policy (Revised 10-17-70 and 10-17-84) (or other form if required by state law) of title insurance, with extended coverage (i.e., with ALTA General Exceptions 1 through 5 deleted, or with corresponding deletions if the Property is located in a non-ALTA state), issued by the Title Company as of the date and time of the recording of the "Deed" (as hereinafter defined), in the amount of the Purchase Price, containing the Buyer's Endorsements, insuring Buyer as owner of good, marketable and indefeasible fee simple title to the Property, and subject only to the Permitted Exceptions (the "Owner's Policy"). "Buyer's Endorsements" shall mean, to the extent such endorsements are available under the laws of the state in which the Property is located: (a) owner's comprehensive; (b) access; (c) survey (accuracy of survey); (d) location (survey legal matches title legal);
The Permitted Exceptions. It shall be a condition precedent to Buyer's obligation to purchase the Property that Title Company issue to Buyer on the Closing Date a standard form TLTA owner's title insurance policy ("OWNER'S POLICY"), in the face amount of the Purchase Price, which policy shall (i) show title to the Property to be vested of record in Buyer, (ii) show the Permitted Exceptions to be the only exceptions to title, and (iii) contain such endorsements (to the extent available in Texas) and reinsurance as Buyer shall require (and the Title Company shall agree to issue) prior to the expiration of the Due Diligence Period.
The Permitted Exceptions. At closing, Landlord shall cause such Title Insurer to issue and deliver to Tenant an ALTA Form B Owner's Title Insurance Policy or equivalent policy (or a marked commitment therefor), insuring Tenant's title to the Demised Premises in the amount of $3,500,000, subject only to the standard exceptions contained in such policy and the Permitted Exceptions. Rent shall be prorated as of the closing date and Tenant shall receive a credit equal to the amount held by Landlord in the Imposition account. State and County transfer taxes shall be paid by Landlord. Applicable local transfer taxes, if any, shall be paid by the party designated in the ordinance creating such tax. There shall be no other prorations. The transaction shall close through an escrow, the cost of which (including "New York Style" and other similar closing/escrow fees except any costs associated with Tenant's financing of its acquisition hereunder) shall be divided equally between them. Payment of the Option Price must be paid by wire transfer on the closing date.
The Permitted Exceptions. All obligations arising after January 1, 1997 under the following Contracts:
The Permitted Exceptions. The Deed shall contain the following provision: "By the acceptance of this Deed, Grantee does hereby acknowledge that: except for the warranties of title provided in this Special Warranty Deed and except for the representations and warranties of Grantor provided in Section 13 of that one certain Purchase and Sale Agreement with an Effective Date of [DATE] wherein Grantor is Seller and Grantee is Buyer for the Property (which representations and warranties expire December 31, 1998), Grantee takes the property in "AS IS" condition; Grantor has not made and does not make any representations as to the physical condition, layout, footage, expenses, zoning, operation or any other matter affecting or related to the Property; and Grantor makes no other warranties, express or implied, of merchantability, marketability, fitness or suitability for a particular purpose or otherwise except as set forth and limited herein. Any implied warranties are expressly disclaimed and excluded."