Existing Burdens Clause Samples

The 'Existing Burdens' clause defines the obligations, restrictions, or encumbrances that already affect a property or asset at the time of an agreement. In practice, this clause typically lists items such as easements, liens, mortgages, or restrictive covenants that remain in place and are not removed by the transaction. Its core function is to ensure that all parties are aware of and accept these pre-existing conditions, thereby preventing future disputes or misunderstandings about the status of the property or asset being transferred.
Existing Burdens. Each Party's interest under this Agreement, in the Leases and Seismic Options covered hereby and the Leases acquired and to be acquired pursuant hereto, shall be subject to and burdened by its proportionate share of all existing operating agreements, existing and pending pooling and spacing orders and all Lease Burdens other than Subsequently Created Burdens. Each Party hereto hereby assumes and agrees to perform its proportionate share of the obligations under all Leases and Seismic Options and the Leases acquired pursuant to this Agreement and the other obligations described in this Article, but only to the extent that such obligations arise after the acquisition of such Leases and Seismic Options by such Party.
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Existing Burdens. Each Party's interest under this agreement in the AMI Interests, and oil and gas leases which may be acquired thereunder, shall be subject to and burdened by its proportionate share of all existing operating agreements, existing and pending pooling and spacing orders and all Lease Burdens other than Subsequently Created Burdens. TAC represents that, except as hereinafter provided, it has not burdened the Existing AMI Interests acquired or to be acquired with any liens or Subsequently Created Burdens. Each Party agrees to perform its Proportionate Share of the obligations under the AMI Interests acquired pursuant to this Agreement and the other obligations described in this Article, but only to the extent that such obligations arise after the acquisition of such AMI Interests by such Party. Notwithstanding the foregoing, the Parties agree that they shall bear, their Proportionate Share of an overriding royalty interest to be owned by Bayou Black Royalty Company, Inc. on all oil and gas leases acquired pursuant to this Agreement (including leases acquired by exercising lease options in which the Parties own an interest, and in extensions and renewals thereof ) equal to two percent (2%) of eight-eighths (8/8ths), provided that such overriding royalty interest shall be reduced in the proportion that the undivided mineral interest covered by any such lease bears to the entire mineral interest in the lands covered by such lease.
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Existing Burdens. Each Party's interest under this agreement in the AMI Interests, and oil and gas leases which may be acquired thereunder, shall be subject to and burdened by its proportionate share of all existing operating agreements, existing and pending pooling and spacing orders and all Lease Burdens other than Subsequently Created Burdens. Parallel, TAC and Allegro represent that they have not burdened the Existing AMI Interests acquired or to be acquired with any liens or Subsequently Created Burdens. Each Party agrees to perform its Proportionate Share of the obligations under the AMI Interests acquired pursuant to this Agreement and the other obligations described in this Article, but only to the extent that such obligations arise after the acquisition of such AMI Interests by such Party.
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Existing Burdens. To the best of Seller’s knowledge, the lease burdens and other existing burdens on the Properties do not reduce the net revenue interest below the percentages set forth on Exhibit A. Seller does not warrant net revenue interest, except by, through and under Seller as to the interests specifically set forth on Exhibit A, but not otherwise.
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Existing Burdens. AREC and CMS represent that to the Lease Burdens and other Existing Burdens on the ▇▇▇▇▇ do not reduce the Net Revenue Interest below the percentages set forth on Schedule 1.32. AREC and CMS do not warrant the represented Net Revenue Interest, except by, through and under AREC and CMS, but not otherwise. DRI represents that it is entitled to receive thirty percent (30%) of AREC's Net Profits from the Oil and Gas Properties and that it has not created or permitted any Existing Burden on or against its Net Profits Interest except that mortgage and first security interest granted to PNC Bank, National Association ("Mortgage"), which Mortgage shall be removed at Closing. DRI does not warrant its Net Profits Interest, except by, through and under it, but not otherwise.
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Existing Burdens. To the best of the New Century Group's knowledge, the lease burdens on the ▇▇▇▇▇ Assets do not reduce the Net Revenue Interest below the percentages set forth on Exhibit A. The New Century Group do not warrant Net Revenue Interest, except by through and under the New Century Group as to the interests specifically set forth on Exhibit A, but not otherwise, such warranty to be several and not joint and several as to the New Century Group Net Revenue Interest.
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Existing Burdens. Seller represents that the Lease Burdens and other Existing Burdens on the ▇▇▇▇▇ do not reduce the Net Revenue Interest below the percentages set forth on Schedule 1.44. Seller does warrant the represented Net Revenue Interest against all claims arising by, through and under Seller, but not otherwise.
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Existing Burdens. Each Party’s interest in the Subsequently-Acquired Interests acquired pursuant to the terms of this Section, shall be subject to and burdened by its AMI Share of all Lease Burdens other than Subsequently- Created Burdens. Each Party hereby represents and warrants to the other Parties that (a) Exhibit “H” attached hereto sets forth immediately under the applicable section of such Exhibit “H” for such Party a list of all contracts and agreements existing as of the Closing that contain provisions that obligate or require such Party or any of its Affiliates to grant or impose Lease Burdens on any AMI Interests included in any Subsequently-Acquired Interests that would burden a Non-Acquiring Party’s AMI Share of such AMI Interests and (b) true and correct copies of all such contracts and agreements have been provided by such Party to the other Parties hereto.
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Related to Existing Burdens

  • Material Contracts; Burdensome Restrictions All contracts related to or governing any Indebtedness of any Loan Party and all other material contracts relating to the business operations of each Loan Party and each Subsidiary of each Loan Party are valid, binding and enforceable upon such Loan Party or Subsidiary and each of the other parties thereto in accordance with their respective terms, and there is no default thereunder, to the Loan Parties’ knowledge, with respect to parties other than such Loan Party or Subsidiary. None of the Loan Parties or their Subsidiaries is bound by any contractual obligation, or subject to any restriction in any organization document, or any requirement of Law which could result in a Material Adverse Change.

  • No Burdensome Agreements To the best of the knowledge of the Company, other than this Agreement and the related documents, the Company is not a party to any contract or agreement with any Affiliate of the Company, the terms of which are less favorable to the Company than those which might have been obtained, at the time such contract or agreement was entered into, from a person who was not such an Affiliate.

  • No Burdensome Restrictions; No Defaults (a) Neither the Borrower nor any of its Subsidiaries (i) is a party to any Contractual Obligation (other than pre-petition Contractual Obligations subject to the automatic stay) the compliance with one or more of which would have, in the aggregate, a Material Adverse Effect or the performance of which by any thereof, either unconditionally or upon the happening of an event, would result in the creation of a Lien (other than a Lien permitted under Section 8.2) on the assets of any thereof or (ii) is subject to one or more charter or corporate restrictions that, would, in the aggregate, have a Material Adverse Effect. (b) Neither the Borrower nor any of its Subsidiaries is in default under or with respect to any Contractual Obligation (other than pre-petition Contractual Obligations subject to the automatic stay) owed by it and, to the knowledge of the Borrower, no other party is in default under or with respect to any Contractual Obligation owed to any Loan Party or to any Subsidiary of any Loan Party, other than, in either case, those defaults that, in the aggregate, would not have a Material Adverse Effect. (c) No Default or Event of Default has occurred and is continuing. (d) To the best knowledge of the Borrower, there are no Requirements of Law applicable to any Loan Party or any Subsidiary of any Loan Party the compliance with which by such Loan Party or such Subsidiary, as the case may be, would, in the aggregate, have a Material Adverse Effect.

  • No Burdensome Restrictions No Requirement of Law or Contractual Obligation of the Borrower or any of its Subsidiaries could reasonably be expected to have a Material Adverse Effect.

  • Burdensome Agreements Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Financing Agreement) that limits the ability of (a) any Restricted Subsidiary of a Borrower that is not a Guarantor to make Restricted Payments to any Loan Party or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Financing Agreements; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (x) exist on the Escrow Release Date and (to the extent not otherwise permitted by this Section 10.9) are listed on Schedule 10.9 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of a Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of a Borrower; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 10.14, (iii) represent Indebtedness of a Restricted Subsidiary of a Borrower which is not a Loan Party which is permitted by Section 10.3 to the extent applying only to such Restricted Subsidiary, (iv) arise in connection with any Disposition permitted by Section 10.4 or 10.5 and relate solely to the assets or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 10.2 and applicable solely to such joint venture, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.3 but solely to the extent any negative pledge relates to the property financed by such Indebtedness, (vii) are customary restrictions on leases, subleases, licenses or asset or stock sale agreements otherwise permitted hereby so long as such restrictions relate to the assets or Subsidiary subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.3(c), (f) or (t) and to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Borrower or any Restricted Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xii) are customary restrictions contained in the ABL Credit Agreement and, in each case, any Permitted Refinancing thereof or (xiii) arise in connection with cash or other deposits permitted under Sections 10.1 and 10.2 and limited to such cash or deposit.