Common use of Definitive Agreement Clause in Contracts

Definitive Agreement. You also understand and agree that no contract or agreement providing for a Transaction between the Company and you or your affiliates shall be deemed to exist unless and until a written binding agreement with respect thereto has been executed and delivered by you and each of the other parties thereto (“Definitive Agreement”), and you and the Company hereby waive, in advance, any claims (including, without limitation, breach of contract) in connection with such Transaction unless and until a Definitive Agreement has been executed and delivered by you and each of the other parties thereto. It is also agreed that unless and until a Definitive Agreement has been executed by you with respect to a Transaction, none of the parties to this agreement or its respective Representatives has any legal obligation of any kind whatsoever with respect to any such Transaction or the process for a possible Transaction. Unless and until a Definitive Agreement has been executed and delivered, you understand that (i) the Company shall conduct the process for a possible Transaction as it in its sole discretion shall determine (including, without limitation, providing information to and/or negotiating with any prospective investor and entering into definitive agreements without prior notice to you or any other person), (ii) any procedures relating to such Transaction may be changed at any time without notice to you or any other persons, and (iii) the Company shall have the right to reject or accept any potential investor, proposal or offer, for any reason whatsoever, in its sole discretion. You agree that the Company reserves the right, in its sole discretion, to reject any and all proposals made by you or any other person with respect to a possible Transaction and to terminate discussions and negotiations, with you and any other person at any time. The parties hereto acknowledge and agree that the entering into of this agreement by them or any approval granted hereunder does not constitute an agreement to agree to or to recommend to its board of directors, investment committee or shareholders any proposed Transaction, nor does it restrict the rights of the Company to solicit or provide information to any other persons in respect of a possible Transaction. For purposes of this paragraph, the term “Definitive Agreement” does not include an executed letter of intent or any other preliminary written agreement, nor does it include any written or oral offer or bid on your part or any written or oral acceptance thereof.

Definitive Agreement. You also The Company and the Recipient understand and agree that no contract or agreement providing for a Transaction between any transaction involving the Company and you or your affiliates Recipient shall be deemed to exist between Recipient and the Company unless and until a written binding final definitive agreement with respect thereto has been executed and delivered by you and each of the other parties thereto (“Definitive Agreement”)delivered, and you and the Company and the Recipient hereby waive, waive in advance, any claims (including, without limitation, breach of contract) in connection with any such Transaction transaction unless and until Recipient and the Company shall have entered into a Definitive Agreement has been executed final definitive agreement. The Company and delivered by you and each of the other parties thereto. It is Recipient also agreed agree that unless and until a Definitive Agreement final definitive agreement between Recipient and the Company has been executed by you with respect to a Transactionand delivered, none of neither Recipient nor the parties to this agreement or its respective Representatives has Company will be under any legal obligation of any kind whatsoever with respect to any such Transaction or a transaction by virtue of this Agreement except for the process for a possible Transactionmatters specifically agreed to herein. Unless and until a Definitive Agreement has been executed and delivered, you understand that (i) the Company shall conduct the process for a possible Transaction as it in its sole discretion shall determine (including, without limitation, providing information to and/or negotiating with any prospective investor and entering into definitive agreements without prior notice to you or any other person), (ii) any procedures relating to such Transaction may be changed at any time without notice to you or any other persons, and (iii) the Company shall have the right to reject or accept any potential investor, proposal or offer, for any reason whatsoever, in its sole discretion. You agree that the The Company reserves the right, in its sole discretion, to reject any and all proposals made by you or any other person with respect to a possible Transaction Recipient and to terminate discussions and negotiations, negotiations with you and any other person Recipient at any time. The parties hereto acknowledge Recipient further understands that (i) the Company shall be free to conduct any process for any transaction involving the Company, if and agree that as the Company in its sole discretion shall determine (including, without limitation, negotiating with any other interested party and entering into of this a definitive agreement by them or any approval granted hereunder does not constitute an agreement without prior notice to agree to or to recommend to its board of directors, investment committee or shareholders any proposed Transaction, nor does it restrict the rights of the Company to solicit or provide information to any other persons in respect of a possible Transaction. For purposes of this paragraph, the term “Definitive Agreement” does not include an executed letter of intent Recipient or any other preliminary written agreementperson), nor does it include (ii) any written procedures relating to such process or oral offer or bid on your part transaction may be changed at any time in the Company’s sole discretion without notice to Recipient or any written other person, and (iii) Recipient shall not have any claims whatsoever against the Company or oral acceptance any of its agents or representatives (including, without limitation, Guggenheim) arising out of or relating to any transaction involving the Company (other than any claims against the parties to a definitive agreement with Recipient in accordance with the terms thereof) nor, unless a definitive agreement is entered into with Recipient, against any third party with whom a transaction is entered into.

Definitive Agreement. You also Except for the terms and conditions of this Agreement, Recipient and the Company each understand and agree that no contract or agreement providing for a Transaction between any transaction involving the Company and you or your affiliates shall be deemed to exist between Recipient and the Company unless and until a written binding final definitive agreement with respect thereto has been executed and delivered by you and each of the other parties thereto (“Definitive Agreement”)delivered, and you Recipient and the Company each hereby waive, waive in advance, any claims (including, without limitation, breach of contract) in connection with such Transaction any transaction involving the Company unless and until Recipient and the Company shall have entered into a Definitive Agreement has been executed final definitive agreement. Recipient and delivered by you and the Company each of the other parties thereto. It is also agreed agree that unless and until a Definitive Agreement final definitive agreement between Recipient and the Company has been executed by you with respect to a Transactionand delivered, none of neither Recipient nor the parties to this agreement or its respective Representatives has Company will be under any legal obligation of any kind whatsoever with respect to any such Transaction or a transaction by virtue of this Agreement except for the process for a possible Transactionmatters specifically agreed to herein. Unless and until a Definitive Agreement has been executed and delivered, you understand that (i) the Company shall conduct the process for a possible Transaction as it in its sole discretion shall determine (including, without limitation, providing information to and/or negotiating with any prospective investor and entering into definitive agreements without prior notice to you or any other person), (ii) any procedures relating to such Transaction may be changed at any time without notice to you or any other persons, and (iii) the Company shall have the right to reject or accept any potential investor, proposal or offer, for any reason whatsoever, in its sole discretion. You agree that the The Company reserves the right, in its sole discretion, to reject any and all proposals made by you or any other person with respect to a possible Transaction Recipient and to terminate discussions and negotiations, negotiations with you and any other person Recipient at any time. The parties hereto acknowledge Recipient further understands that, except as otherwise agreed to in writing, (i) the Company shall be free to conduct any process for any transaction involving the Company, if and agree that as the Company in its sole discretion shall determine (including, without limitation, negotiating with any other interested party and entering into of this a definitive agreement by them or any approval granted hereunder does not constitute an agreement without prior notice to agree to or to recommend to its board of directors, investment committee or shareholders any proposed Transaction, nor does it restrict the rights of the Company to solicit or provide information to any other persons in respect of a possible Transaction. For purposes of this paragraph, the term “Definitive Agreement” does not include an executed letter of intent Recipient or any other preliminary written agreementperson), nor does it include (ii) any written procedures relating to such process or oral offer or bid on your part transaction may be changed at any time in the Company's sole discretion without notice to Recipient or any written other person, and (iii) Recipient shall not have any claims whatsoever against the Company or oral acceptance any of its agents or representatives (including, without limitation, ▇▇▇▇ ▇▇▇▇▇▇▇▇ Incorporated) arising out of or relating to any transaction involving the Company (other than any claims against the parties to a definitive agreement with Recipient in accordance with the terms thereof) nor, unless a definitive agreement is entered into with Recipient, against any third party with whom a transaction is entered into.

Definitive Agreement. (a) You also understand acknowledge and agree that no contract or agreement providing for a Transaction between the Company and you or your affiliates shall be deemed to exist unless and until a written binding agreement Definitive Agreement with respect thereto has been executed and delivered by you and each of the other parties thereto (“Definitive Agreement”)thereto, and you and the Company hereby waive, in advance, any claims (including, without limitation, breach of contract) in connection with such Transaction unless and until a Definitive Agreement has been executed and delivered by you and each of the other parties thereto. It is also agreed that unless and until a Definitive Agreement has been executed by the Company and you with respect to a Transaction, none of the parties to this agreement Company, its shareholders, or its respective Representatives has any legal obligation of any kind whatsoever with respect to any such Transaction or the process for a possible Transaction. You further agree that the entering into this Agreement by the Company does not constitute the agreement of the Company to agree to or to recommend to its shareholders any Transaction. (b) Unless and until a Definitive Agreement between the Company, you and each of the other parties thereto has been executed and delivered, you understand acknowledge and agree that (i) the Company shall conduct the process for a possible Transaction as it in its sole discretion shall determine (including, without limitation, providing information to and/or negotiating with any prospective investor buyer and entering into definitive agreements without prior notice to you or any other person), (ii) any procedures relating to such possible Transaction may be changed at any time without notice to you or any other persons, and (iii) the Company shall have the right to reject or accept any potential investorbuyer, proposal or offer, for any reason whatsoever, in its sole discretion. You agree that the Company reserves the right, in its sole discretion, to reject any and all proposals made by you or any other person with respect to a possible Transaction and to terminate discussions and negotiations, with you and any other person at any time. The parties hereto acknowledge and agree that the entering into of this agreement by them or any approval granted hereunder does not constitute an agreement to agree to or to recommend to its board of directors, investment committee or shareholders any proposed Transaction, nor does it restrict the rights of the Company to solicit or provide information to any other persons in respect of a possible Transaction. For purposes of this paragraph, the term “Definitive Agreement” does not include an executed letter of intent or any other preliminary written agreement, nor does it include any written or oral offer or bid on your part or any written or oral acceptance thereof.

Definitive Agreement. You also understand and agree that no contract or agreement providing for a Transaction between the Company Trust and you or your affiliates shall be deemed to exist unless and until a written binding definitive agreement with respect thereto has been executed and delivered by you and each of the other parties thereto (“Definitive Agreement”), and you and the Company Trust hereby waive, in advance, any claims (including, without limitation, breach of contract) in connection with such Transaction unless and until a Definitive Agreement has been executed and delivered by you and each of the other parties thereto. It is also agreed that unless and until a Definitive Agreement has been executed by the Trust and you with respect to a TransactionTransaction involving the Trust, none of the parties to this agreement Trust, its unitholders, or its respective Representatives has any legal obligation of any kind whatsoever with respect to any such Transaction or the process for a possible Transaction. Unless and until a Definitive Agreement between the Trust, you and each of the other parties thereto has been executed and delivered, you understand that (i) the Company Trust shall conduct the process for a possible Transaction as it in its sole discretion shall determine (including, without limitation, providing information to and/or negotiating with any prospective investor buyer and entering into definitive agreements without prior notice to you or any other person), (ii) any procedures relating to such Transaction may be changed at any time without notice to you or any other persons, and (iii) the Company Trust may terminate the process for a possible Transaction at any time in its sole discretion (iv) the Trust shall have the right to reject or accept any potential investorbuyer, proposal or offer, for any reason whatsoever, in its sole discretion. You agree that the Company reserves the right, in its sole discretion, to reject any and all proposals made by you or any other person with respect to a possible Transaction and to terminate discussions and negotiations, with you and any other person at any time. The parties hereto acknowledge and agree that the entering into of this agreement by them or any approval granted hereunder does not constitute an agreement to agree to or to recommend to its board of directors, investment committee or shareholders any proposed Transaction, nor does it restrict the rights of the Company to solicit or provide information to any other persons in respect of a possible Transaction. For purposes of this paragraph, the term “Definitive Agreement” does not include an executed letter of intent or any other preliminary written agreement, nor or does it include any written or oral offer or bid on your part or any written or oral acceptance thereof. Neither this paragraph nor any other provision in this agreement can be waived or amended except by written consent of the Trust, which consent shall specifically refer to this paragraph (or such other provision) and explicitly make such waiver or amendment.

Definitive Agreement. You also understand and agree that no contract or agreement providing for a Transaction between the Company Corporation and you or your affiliates shall be deemed to exist unless and until a written binding definitive agreement with respect thereto has been executed and delivered by you and each of the other parties thereto Corporation (“"Definitive Agreement”"), and you and the Company Corporation hereby waive, in advance, any claims (including, without limitation, breach of contract) in connection with such Transaction unless and until a Definitive Agreement has been executed and delivered by you and each of the other parties theretoCorporation. It is also agreed that unless and until a Definitive Agreement has been executed by the Corporation and you with respect to a Transaction, none of the parties to this agreement Corporation, its shareholders, or its respective Representatives has any legal obligation of any kind whatsoever with respect to any such Transaction or the process for a possible Transaction. Unless and until a Definitive Agreement between the Corporation and you has been executed and delivered, you understand that (i) the Company Corporation shall conduct the process for a possible Transaction as it in its sole discretion shall determine (including, without limitation, providing information to and/or negotiating with any prospective investor buyer and entering into definitive agreements without prior notice to you or any other person), (ii) any procedures relating to such Transaction may be changed at any time without notice to you or any other persons, and (iii) the Company Corporation shall have the right to reject or accept any potential investorbuyer, proposal or offer, for any reason whatsoever, in its sole discretion. You agree that discretion and (iv) the Company reserves the right, in its sole discretion, Corporation may elect at any time to reject any and all proposals made terminate access by you or to the Evaluation Material for any other person with respect to a possible Transaction and to terminate discussions and negotiations, with you and any other person at any time. The parties hereto acknowledge and agree that the entering into of this agreement by them or any approval granted hereunder does not constitute an agreement to agree to or to recommend to its board of directors, investment committee or shareholders any proposed Transaction, nor does it restrict the rights of the Company to solicit or provide information to any other persons in respect of a possible Transactionreason. For purposes of this paragraph, the term “"Definitive Agreement” " does not include an executed letter of intent or any other preliminary written agreement, nor does it include any written or oral offer or bid on your part or any written or oral acceptance thereof. You further agree that the entering into of this agreement by the Corporation or any approval granted pursuant to Paragraph 8 does not constitute the agreement of the Corporation to agree to or to recommend to its shareholders any Transaction.

Definitive Agreement. You also understand and agree that no contract or agreement providing for a Transaction between the Company and you or your affiliates shall be deemed to exist unless and until a written binding definitive agreement with respect thereto has been executed and delivered by you and each of the other parties thereto (“"Definitive Agreement”"), and you and the Company hereby waive, in advance, any claims (including, without limitation, breach of contract) in connection with such Transaction unless and until a Definitive Agreement has been executed and delivered by you and each of the other parties thereto. It is also agreed that unless and until a Definitive Agreement has been executed by you with respect to a Transaction, none of the parties to this agreement Company, its shareholders, or its respective Representatives has any legal obligation of any kind whatsoever with respect to any such Transaction or the process for a possible Transaction. Unless and until a Definitive Agreement has been executed and delivered, you understand that (i) the Company shall conduct the process for a possible Transaction as it in its sole discretion shall determine (including, without limitation, providing information to and/or negotiating with any prospective investor buyer and entering into definitive agreements without prior notice to you or any other person), (ii) any procedures relating to such Transaction may be changed at any time without notice to you or any other persons, and (iii) the Company shall have the right to reject or accept any potential investorbuyer, proposal or offer, for any reason whatsoever, in its sole discretion. You agree that the Company reserves the right, in its sole discretion, to reject any and all proposals made by you or any other person with respect to a possible Transaction and to terminate discussions and negotiations, with you and any other person at any time. The parties hereto You acknowledge and agree that the entering into of this agreement Agreement by them the Company or any approval granted hereunder does not constitute an the agreement of the Company to agree to or to recommend to its board of directors, investment committee directors or shareholders any proposed Transaction, nor does it restrict the rights of the Company to solicit or provide information to any other persons in respect of a possible Transaction. For purposes of this paragraph, the term “"Definitive Agreement” " does not include an executed letter of intent or any other preliminary written agreement, nor does it include any written or oral offer or bid on your part or any written or oral acceptance thereof.