Binding and Non-Binding Terms Clause Samples

The "Binding and Non-Binding Terms" clause distinguishes which provisions of an agreement are legally enforceable and which are intended only as statements of intent or guidance. In practice, this clause will specify, for example, that confidentiality and exclusivity obligations are binding, while other sections, such as timelines or future intentions, are not legally enforceable. Its core function is to provide clarity for both parties, reducing the risk of disputes by clearly identifying which commitments must be honored and which are aspirational or subject to further negotiation.
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Binding and Non-Binding Terms. The terms of Sections 18.2, 18.3, 18.5, 18.6, 18.7, 18.8, 18.9, 18.10, 18.11, 18.12., 18.13, 18.15, 18.16, 18.18, 18.19 and 18.20 of this Agreement (the “Binding Provisions”) are binding upon and enforceable by the Parties. All other provisions of this Agreement other than the Binding Provisions (collectively, the “Non-Binding Provisions”) evidence a non-binding expression of the current intent of the Parties with respect to the Transaction. The Non-Binding Provisions of this Agreement shall become binding upon and enforceable by the Parties (and this Section 18.20 shall terminate and become void and have no effect) upon the approval on or before 11:59 p.m. Central Prevailing Time on May 21, 2010 (the “Outside Date”), by each of (i) the Board of Directors of PetroQuest Energy, Inc., and (ii) the Board of Directors of FPL Group, Inc., of the Transaction; provided, however, if such approval has not been granted on or before the Outside Date, this Agreement shall automatically terminate and become void and have no effect, without any liability on the part of either Party or its respective Affiliates or Representatives, except for the Binding Provisions, which shall survive such termination. Neither Party shall have any claim whatsoever against the other, any of its Affiliates, or any of their respective Representatives arising out of or relating to this Agreement or the Transaction contemplated hereby (whether sounding in contract, tort, or otherwise), except for any breach or threatened breach of the Binding Provisions or the Confidentiality Agreement. Nothing in this Agreement, no past or future action, course of conduct or failure to act relating to the Transaction may be relied upon by either Party as the basis for a contract by estoppel or otherwise, and WSGP expressly agrees, on behalf of itself and its Affiliates, that the execution by WSGP or any of its Affiliates of any commodities hedging transaction has not, is not, and will not be made, in reliance upon the consummation of the Transaction contemplated hereby.
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Related to Binding and Non-Binding Terms

  • Binding Terms This Agreement and the rates, terms and conditions herein shall remain in effect for the entire term hereof and each Party agrees not to seek any change to such rates, terms and conditions pursuant to the FPA, if the FPA is deemed to have jurisdiction over this Agreement, including on the grounds that they are not just and reasonable.

  • Non-Binding Unless expressly authorised in writing by the Group-Wide Lenders and then on such terms and conditions as the Group-Wide Lenders may require, the Steering Committee shall not negotiate the terms of or enter into any agreement on behalf of the Group-Wide Lenders of any of them. This Clause 19 and Clause 14.4 may be relied upon by any member of the Steering Committee notwithstanding the provisions of Clause 17.11.

  • Terms Binding By acceptance of this Warrant, the Holder accepts and agrees to be bound by all the terms and conditions of this Warrant.

  • Binding Provisions This Agreement is binding upon, and inures to the benefit of, the parties hereto and their respective heirs, executors, administrators, personal and legal representatives, successors, and permitted assigns.

  • Valid and Binding Agreement This Agreement has been duly executed and delivered by Seller and constitutes, and each other agreement, instrument, or document executed or to be executed by Seller in connection with the transactions contemplated hereby to which it is a party has been, or when executed will be, duly executed and delivered by Seller and constitutes, or when executed and delivered will constitute, a valid and legally binding obligation of Seller, enforceable against it in accordance with their respective terms, except that such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and (b) equitable principles which may limit the availability of certain equitable remedies (such as specific performance) in certain instances.