Permitted Lien

Permitted Lien. Means any of the following: (i) statutory landlord's liens and liens for current taxes, assessments and governmental charges not yet due and payable (or being contested in good faith); (ii) zoning laws and ordinances and similar legal requirements; (iii) rights reserved to any Governmental Authority to regulate the affected property and restrictions of general applicability imposed by federal or state securities Laws; (iv) license transfer fees; (v) Liens to which JAKKS has consented; (vi)... Liens that will be released or terminated at or prior to Closing; and (vii) other Liens set forth on SCHEDULE 1.36. View More

Permitted Lien. Shall mean (i) any Lien arising (A) hereunder or (B) under securities laws; and (ii) any right, agreement, understanding or arrangement which represents an interest in cash received upon sale of the Subject Shares and not an Lien upon the Subject Shares prior to such sale.

Permitted Lien. Means any of the following: (a) mechanics and materialman Liens and other statutory Liens (including Liens for taxes, fees, assessments and other governmental charges or levies) arising in the ordinary course of business in respect of any amount (i) which is not at the time overdue or (ii) which may be overdue but the validity of which is being contested at the time in good faith by appropriate proceedings and for which the Company has maintained adequate reserves, in each case so long as the... holder of such Lien has not taken any action to foreclose or otherwise exercise any remedies with respect to such Lien; (b) Liens granted by the Company in favor of the lender in a Permitted Financing Arrangement to secure the Company's obligations under such Permitted Financing Arrangement so long as (i) such Lien covers only the PO Assets or Equity Assets, as applicable; (ii) a Subordination Agreement is in full force and effect among the Company, the Secured Party and the lender under the applicable Permitted Financing Arrangement; and (iii) all other conditions for the applicable Permitted Financing Arrangement required by the SPA have been satisfied; and (c) Liens which are permitted in writing by the Secured Party in its sole and absolute discretion. View More

Permitted Lien. Means any of the following: (a) mechanics and materialman Liens and other statutory Liens (including Liens for taxes, fees, assessments and other governmental charges or levies; Liens for workers' compensation, unemployment insurance, old age benefit and other types of social security) in respect of any amount (i) which is not at the time overdue or (ii) which may be overdue but the validity of which is being contested at the time in good faith by appropriate proceedings, in each... case so long as the holder of such Lien has not taken any action to foreclose or otherwise exercise any remedies with respect to such Lien; (b) Liens in favor of Secured Party; (c) Liens existing on the date of this Agreement and listed on Schedule I attached hereto and any renewals or extensions thereof; provided that (i) no additional property shall be covered thereby, and (ii) the amount secured or benefited thereby is not increased except as permitted by the Transaction Documents; (d) Liens to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety bonds, appeal bonds, bids, leases, performance bonds, purchase, construction or sales contracts and other similar obligations; provided, that in each such case such Liens (i) were not incurred or made in connection with the incurrence or maintenance of the borrowing of money or the obtaining of advances or credit, and (ii) do not, in the aggregate, materially detract from the value of the property or assets so encumbered or materially impair the use thereof in the operation of the business of any Grantor; (e) leases or subleases granted to others, easements, rights-of-way, restrictions (including zoning restrictions), covenants, encroachments, minor title defects or irregularities in title and other similar charges or encumbrances, in each case incidental to, and not interfering with, the ordinary conduct of the business of any Grantor, provided that such Liens do not, in the aggregate, materially detract from the value of the property or assets so encumbered or materially impair the use thereof in the operation of the business of Grantor; (f) any attachment or judgment Liens not constituting an Event of Default under the Transaction Documents; (g) Liens securing purchase money debt permitted by the Transaction Documents, provided that (i) any such Lien shall extend solely to the item or items of such property (or improvement thereon) so acquired or constructed, (ii) the principal amount secured by any such Lien shall at no time exceed an amount equal to the lesser of (1) the cost to the applicable Grantor of the property (or improvement thereon) so acquired or constructed and (2) the fair market value (as determined in good faith by the board of directors of GSE Systems, Inc.) of such property (or improvement thereon) at the time of such acquisition or construction, and (iii) any such Lien shall be created contemporaneously with, or within 90 days after, the acquisition or construction of such property; (h) Liens securing capital leases permitted by the terms of the Transaction Documents; (i) any Lien existing on property of a Person immediately prior to its being consolidated with or merged into any Grantor or becoming a Subsidiary of any Grantor, or any Lien existing on any property acquired by any Grantor at the time such property is so acquired (whether or not the indebtedness secured thereby shall have been assumed), provided that (i) no such Lien shall have been incurred, created or assumed in contemplation of such consolidation or merger or such Person's becoming a Subsidiary or such acquisition of property, and (ii) each such Lien shall extend solely to the item or items of property so acquired; (j) any interest or title of a lessor or sublessor under any lease and any interest of a licensor under a license, in each case to the extent the foregoing does not materially detract from or interfere with the use of such lease or license by any Grantor and not prohibited by the Transaction Documents; (k) Liens arising from the filing of precautionary Uniform Commercial Code financing statements with respect to any lease permitted by the Transaction Documents; (l) non-exclusive licenses and sublicenses granted by any Grantor and leases and subleases to third parties in the ordinary course of business, provided that such licenses or subleases do not, in the aggregate, materially detract from the value of the property or assets so encumbered or materially impair the use thereof in the operation of, or interfere with the business of, such Grantor; (m) Liens in favor of collecting banks arising by operation of law under Section 4-210 of the Uniform Commercial Code or, with respect to collecting banks located in the State of New York, under Section 4-208 of the Uniform Commercial Code; (n) Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits; (o) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods in the ordinary course of business; (p) Liens on unearned insurance premiums securing the financing thereof to the extent such financing is permitted under the terms of the Transaction Documents; (q) Liens solely on any cash earnest money deposits in connection with any letter of intent or purchase agreement with respect to an Acquisition that is permitted by the Transaction Documents or otherwise approved by Secured Party; (r) Liens on cash collateral securing letters of credit, purchase cards and similar obligations, treasury obligations, hedging obligations (entered into in the ordinary course of business for bona fide hedging purposes relating to cash-flow currency risks and not for speculation) and similar obligations permitted by the terms of the Transaction Documents; (s) Liens securing commercial revolving lines of credit permitted by the terms of the Transaction Documents; (t) other Liens not described above securing obligations other than indebtedness for borrowed money; provided that the aggregate outstanding amount of the obligations secured thereby does not exceed $100,000 at any time; and (u) Liens which are permitted in writing by the Secured Party in its sole and absolute discretion. 4 View More

Permitted Lien. Means any of the following: (a) mechanics and materialman Liens and other statutory Liens (including Liens for taxes, fees, assessments and other governmental charges or levies) arising in the ordinary course of business in respect of any amount (i) which is not at the time overdue or (ii) which may be overdue but the validity of which is being contested at the time in good faith by appropriate proceedings and for which the Company has maintained adequate reserves, in each case so long as the... holder of such Lien has not taken any action to foreclose or otherwise exercise any remedies with respect to such Lien; (b) the Lien granted by the Company in favor of UniCredit Bank Serbia JSC Belgrade ("UniCredit") over 100% of the equity interests of Golden Matrix Group Beograd-Novi Beograd, a company established under the laws of the Republic of Serbia, which are owned by the Company to secure the Company's obligations under the UniCredit Guaranty (as such term is defined in the SPA); and (c) Liens which are permitted in writing by the Secured Party in its sole and absolute discretion. View More

Permitted Lien. Means: (a) deposits or pledges to secure obligations under workmen's compensation, social security or similar laws, or under unemployment insurance; (b) deposits or pledges to secure bids, tenders, contracts (other than contracts for the payment of money), leases, statutory obligations, surety and appeal bonds and other obligations of like nature arising in the ordinary course of business; (c) mechanic's, workmen's, materialmen's or other like Liens arising in the ordinary course... of business with respect to obligations which are not due, or which are being contested in good faith by appropriate proceedings which suspend the collection thereof and in respect of which adequate reserves have been made (provided that such proceedings do not, in Secured Party's sole discretion, involve any substantial risk of the sale, loss or forfeiture of such property or assets or any interest therein); (d) Liens and encumbrances in favor of Secured Party; and (e) Liens in favor of Seattle City Employees' Retirement System ("Seattle"), securing (i) indebtedness for Borrowed Money not in excess of the amount specified in Section 8.1(d) hereof (the "Seattle Lien") and (ii) outstanding indebtedness (the principal amount of which shall not exceed US$ 6,000,000) and any other amounts payable to Seattle pursuant to documents dated after the date hereof. View More

Permitted Lien. Shall have the meaning set forth in the Purchase Agreement.

Permitted Lien. Shall mean any Lien on the Collateral expressly permitted to be granted pursuant to the Revolving Credit Agreement.

Permitted Lien. Shall mean any Lien on the Collateral expressly permitted to be granted pursuant to the Term Loan Credit Agreement.

Permitted Lien. Shall have the meaning set forth in the Debentures.