Excluded Interests Clause Samples

Excluded Interests. The Surf Entities agree to consult in good faith with the Chairman of the Company with respect to the use of proceeds raised through the issuance of Excluded Interests and not to use such proceeds to repay any Indebtedness. (g) A new Section 5.20 is hereby added as follows:

Excluded Interests. Assignor excludes from this Assignment and reserves and retains unto itself the Excluded Interests.

Excluded Interests. Seller specifically excludes from and this transaction is subject to all overriding royalty interests created by or through Seller prior to the date hereof (hereinafter the "ORRI"). The intent of this Agreement is that Seller delivers to Buyer a net revenue in the Leases as follows: (a) On Exhibit A-1 properties a net revenue interest of 82.00%. (b) On Exhibit A-2 properties a net revenue interest of 82.00%. (c) On Exhibit A-3 properties a net revenue interest of 80.00%. The ORRI shall apply to all extensions and renewals of the Leases, and all substitute and replacement Leases, including top leases and options, acquired within one (1) year following the expiration date of the primary term of the respective Lease, covering all or part of the interest under such Leases in favor of Buyer, its successor and assigns, agents, representatives, employees, brokers, affiliates or other persons or entities controlled by or in which Buyer owns an interest. The ORRI due on any extension, renewal, substitute, replacement, option and/or top lease shall be the same ORRI as under the original lease(s) as described on Exhibit A for which the extension, renewal, substitute, replacement and/or top lease(s) was acquired, notwithstanding that the terms of the extension, renewal, substitute or replacement lease may differ from the original lease.

Excluded Interests. Seller hereby excepts and excludes from the Property, and reserves unto itself, the overriding royalty interest in and to the Leases owned by Seller and created under the terms of that certain Assignment of Overriding Royalty Interest effective October 1, 2009 from Cubic Energy, Inc. to Mortgagor recorded at File No. 673652 of the records of DeSoto Parish, Louisiana and at File No. 2263515 of the records of Caddo Parish, Louisiana (the “Excluded Interests”).

Excluded Interests. Location County Owner Acreage -------- ------ ----- ------- Findlay, Ohio ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Glimcher & 2.10 Acres ▇▇▇▇▇ ▇▇▇▇▇▇▇

Excluded Interests. The execution of this Agreement shall not be deemed to convey any estate or legal title in the Site or the LNG Facility. Each Party expressly acknowledges that it has not relied on any representation or warranty of the other Party in relation to this Agreement except for any representation or warranty expressly set out or referred to in this Agreement; provided, that nothing in this Section 23.10 shall operate so as to exclude or prevent a claim for fraudulent misrepresentation.

Excluded Interests. This conveyance and the CONVEYED SURFACE PROPERTY shall not include: any rights, title, estates, benefits or interests that are EXCEPTED AND RESERVED or referenced in Sections 2.3 through and including 2.10 of this Deed (all of the foregoing rights, title, estates, benefits or interests, including but not limited to the Easement Area, the Reserved Surface and Subsurface Rights and the COAL and MINERALS and OIL and GAS are collectively referred to as “EXCLUDED RIGHTS and INTERESTS”).

Excluded Interests. It is specifically agreed that Seller is not selling and Buyer is not purchasing the following assets all of which shall be deemed excluded from the definition of "Gathering System" ("Excluded Interests"): (a) Any cash, accounts receivable, notes receivable or cash equivalents of Seller; (b) Items sold, transferred, disposed of or consumed and contracts terminated prior to the Closing Date in the ordinary course of business (provided that Seller shall not sell, transfer or dispose of any item with a fair market value exceeding $5,000 between the date hereof and the Closing Date without the Buyer's written consent); (c) Any right to use the Seller's name, marks or insignia, or to use the name of any other subsidiary or corporate affiliate of Seller; (d) Any insurance contracts or bonds held by Seller or its affiliates for Seller's benefit or any employment, consulting, or accounting service contracts; and (e) Any certificate of deposit held in connection with the bonding of Seller's water truck.

Excluded Interests. It is the understanding of Buyer and Nextera that the Company prior to the date hereof had held equity interests in New Med Corporation, Screening Technologies, Inc. and ReCall Services, Inc. (such equity interests, together with the contracts and agreements between the Company and such entities, hereinafter referred to collectively as the "Excluded Interests"). Prior to the Closing, all Excluded Interests and all related contracts and agreements will be transferred by the Company to an entity to be formed by the Company (the "Excluded Entity"). Notwithstanding the purchase by Buyer of the Purchased Assets and the Shares, the Company and the Members acknowledge and agree that Buyer and Nextera will not acquire any assets or assume any liabilities (hereinafter referred to as the "Excluded Liabilities") of the Company or of the Members associated with or related to the Excluded Interests, including, without limitation, any liabilities or obligations relating to work performed or to be performed by the Company. The Members further represent and warrant (i) that the sole purpose of the Excluded Entity is and shall continue to be holding the Excluded Interests and to complete existing obligations related to work performed for the Excluded Interests, (ii) that the Members will not devote any time to the Excluded Entity other than Mich▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ may serve in a passive oversight role as a director of the Excluded Entity, and (iii) that the Excluded Entity will not compete directly or indirectly with the business of Buyer or Nextera.