Definitive Agreements. We are prepared to promptly negotiate and finalize definitive agreements (the “Definitive Agreements”) providing for the Acquisition and related transactions. These documents will provide for representations, warranties, covenants and conditions which are typical, customary and appropriate for transactions of this type.
Definitive Agreements. The definitive agreements with respect to the transactions contemplated hereby will contain mutually agreeable representations and warranties, mutually agreeable provisions for indemnification and other appropriate and customary terms and conditions.
Definitive Agreements. Unless and until a final definitive agreement regarding the Transaction has been executed by the parties, no agreement with respect to the Transaction shall be deemed to exist between the parties and neither party will be under any obligation whatsoever with respect to the Transaction by virtue of this Agreement or any oral expression except for the matters specifically agreed to herein. The term “definitive agreement” does not include a term sheet or any other preliminary written agreement. Each party reserves the right, in its sole discretion, to provide or not provide Evaluation Material under this Agreement, to reject any and all proposals and to terminate discussions and negotiations at any time.
Definitive Agreements. The Parties hereby agree to negotiate in good faith definitive written agreements ("Definitive Agreements") providing for the sale by the Company to the Initial Purchaser of Convertible Preferred Stock and Detachable Warrants, and other transactions, all as described on the attached term sheet (collectively, the "Transactions"). The Definitive Agreements shall provide the Initial Purchaser with representations, warranties, indemnities and opinions, and contain other terms and provisions customary for transactions of this type. The Parties shall use their reasonable best efforts to consummate the Transactions by March 3, 2000, but in no event shall the parties consummate the Transactions later than March 31, 2000 (the "Termination Date"). The Initial Purchaser's obligation to execute and deliver any such Definitive Agreements and complete the Transactions are subject to (i) the Definitive Agreements being reasonably satisfactory to the Initial Purchaser, (ii) the satisfactory completion of the Initial Purchaser's legal, tax and accounting due diligence investigation of the Company, and (iii) no material adverse change having occurred in the business, condition (financial or otherwise), operations, performance, properties or prospects of the Company. The Company's obligation to execute and deliver any such Definitive Agreements and complete the Transactions are subject to (i) the Definitive Agreements being reasonably satisfactory to the Company and (ii) approval of the form of Definitive Agreements by the Board of Directors of the Company (the "Board").
Definitive Agreements. Any party hereto may request the preparation of and execution and delivery by each party hereto of definitive agreements which definitive agreements shall incorporate the terms hereof. In the absence of the making, preparation and delivery of these agreements, this Memorandum of Understanding is and shall be the definitive agreement of the parties with respect the amendment of the Bridge Loan Documents.
Definitive Agreements. Promptly following the Effective Date of this MOU, the parties will negotiate in good faith mutually satisfactory Definitive Agreements and related documents with respect to the Project (the "Definitive Agreements"), which shall provide for construction of the Improvements and be phased in conformance with Section 2, below. The parties anticipate that the Definitive Agreements will include the following:
Definitive Agreements. On or before February 28, 2014, the Company shall use its best efforts to enter into the following agreements to facilitate construction and operation of the CCWRP, including the Desalination Plant an option agreement for the Company to purchase the “Tank Farm” parcel adjacent to the Dynegy Xxxx Landing Power Plant from Dynegy Xxxx Landing, LLC, together with easements necessary to construct intake and/or outfall pipelines necessary to operate the CCRWP and the Desalination Plant; and an agreement for the Company to purchase from the City of Xxxxxxx sufficient electricity needed to operate the CCRWP and the Desalination Plant; and an agreement in a form reasonably acceptable to MPWMD for development of intake and outfall pipeline facilities, and data center components for the CCRWP. In the event the MPWMD Option is still in effect at the time the agreements referenced in this Paragraph are made, such agreements shall expressly recognize and accommodate exercise of the MPWMD Option.
Definitive Agreements. All of the transactions contemplated by the Definitive Agreements shall have been completed, or shall be completed simultaneously with the Closing hereof.
Definitive Agreements. Each other Party shall have executed and delivered each Definitive Agreement to which it is a party and which is required to be executed on or prior to such Closing Step.
Definitive Agreements. On the Closing Date, VCP, Xxxxxxxx and Newco, as applicable, shall have entered into and executed all the Definitive Agreements; and
