No Binding Agreement. This Term Sheet does not reflect any form of legally binding commitment or obligation on the part of either Party or its affiliates, except with regard to the sections titled “Preliminary Payment”, “Exclusivity”, “Tax Matters”, “Governing Law; Waiver of Jury Trial”, “Expenses”, “Company Authorization of Term Sheet and Enforceability of Binding Provisions” and “No Binding Agreement” (collectively, the “Binding Provisions”). No contract or agreement providing for any transaction involving any capital stock or otherwise with respect to the assets of the Company or the Proposed Transactions, joint venture, partnership or fiduciary relationship shall be deemed to exist between the Parties or any of their affiliates unless and until final definitive agreements with respect to the Proposed Transactions have been executed and delivered and only thereafter as and to the extent specified therein. The Parties hereby acknowledge and agree that (a) the terms in this Term Sheet do not contain all material terms to be negotiated as part of the Definitive Agreements or otherwise with respect to the Proposed Transactions, (b) no oral agreement, public or private statements or course of conduct or dealings between the Parties and/or their affiliates may be introduced as evidence that there exists any binding contract or commitment or a joint venture or partnership between the Parties with respect to any of the transactions contemplated hereby, other than the Binding Provisions, (c) neither Party and/or any of its affiliates may bring any claim or action against the other Party and/or any of its affiliates and/or any of their officers, directors, employees, consultants or advisors as a result of a failure to agree on or enter into any Definitive Agreements, or as a result of a termination of this Term Sheet and (d) neither Party shall be justified in relying on any provision of this Term Sheet (other than the Binding Provisions), in connection with the transactions hereby.
No Binding Agreement. This memorandum of understanding reflects the intention of the Parties, but for the avoidance of doubt neither this memorandum of understanding nor its acceptance shall give rise to any legally binding or enforceable obligation on any Party, except with regard to paragraphs 4(b) through 11 hereof. No contract or agreement providing for any transaction involving the Transaction shall be deemed to exist between the Xxxxxxxx Parties and CleanTech and any of its affiliates unless and until final definitive agreements have been executed and delivered.
No Binding Agreement. Neither party shall have any obligation to enter into any agreement with respect to the Proposal or a potential transaction, nor shall either party have any obligation to complete the transaction until such time as they, each in their sole and absolute discretion, enter into a definitive agreement with respect to the transaction (a “Definitive Agreement”), and then only subject to the terms of such Definitive Agreement. Neither party shall have any duty (express or implied) to negotiate, reach or conclude any legally binding obligation, Definitive Agreement or otherwise or to enter into a Definitive Agreement. No prior or subsequent conduct or action by either party or their respective representatives, whether written, oral or otherwise and whether in furtherance of the transaction or otherwise, shall abrogate the foregoing disclaimers of intent to be bound or create any binding obligations with respect to the transaction, except the entry into a Definitive Agreement.
No Binding Agreement. This SISP does not, and will not be interpreted to, create any contractual or other legal relationship among the Petitioners, the Sales Advisor or the Monitor, or between any of them and any bidder, other than as specifically set forth in a definitive agreement that any such bidder may enter into with the Petitioners.
No Binding Agreement. Each of Insight Cayman and Insight Coinvestment represents and warrants that it does not currently have nor will it have at the Merger Effective Time or the date on which the Registration Statement becomes effective a binding agreement or specific prearranged plan to sell or dispose to a particular party any of the stock of the Company received in Mergers. Each of Insight Cayman and Insight Coinvestment agrees that it will prevent any of its partners from directly or indirectly selling or otherwise disposing of an interest in such entity that is pursuant to a binding agreement or a specific prearranged plan to sell or dispose to a particular party in existence on or prior to the date in which the Registration Statement becomes effective if such sale or disposition would result in such entity being treated as transferring for United States federal income tax purposes the stock of the Company received in the Mergers.
No Binding Agreement. This letter reflects the present intention of the parties, but, notwithstanding anything to the contrary contained in this letter, neither this letter nor its acceptance by any party shall give rise to any legally binding or enforceable obligation on any party. No contract or agreement providing for any transaction in relation to the Project shall be deemed to exist between any of the parties unless and until Definitive Agreements (containing terms and conditions acceptable to all parties) have been approved by the parties respective governing boards, executed by the proper officials and delivered by all parties.
No Binding Agreement. This Agreement is circulated for discussion and negotiating purposes and no agreement with respect to the purchase and sale of the Premises shall be binding upon either of the parties hereto until this Agreement shall have been executed and delivered by both the BUYER and the SELLER.
No Binding Agreement. This MOU reflects the intention of the Parties, but for the avoidance of doubt neither this MOU nor its acceptance shall give rise to any legally binding or enforceable obligation on any Party. No contract or agreement providing for any transition involving LOTS or its assets and liabilities shall be deemed to exist between RMTD, Lee County, Ogle County unless and until a final Definitive Agreement has been executed and delivered by the Parties.
No Binding Agreement. The parties agree that neither party will be under any legal obligation of any kind whatsoever with respect to a Transaction by virtue of this Agreement, except for the matters specifically agreed to herein. The parties further acknowledge and agree that they each reserve the right, in their sole and absolute discretion, to reject any and all proposals and to terminate discussions and negotiations with respect to a Transaction at any time. This Agreement does not create a joint venture or partnership between the parties. If a Transaction goes forward, the non-disclosure provisions of any applicable transaction documents entered into between the parties (or their respective affiliates) for the Transaction shall supersede this Agreement. In the event such provision is not provided for in said transaction documents, this Agreement shall control.
No Binding Agreement. (a) Unless and until a definitive agreement between the parties with respect to a Transaction has been executed and delivered, neither party will be under any legal obligation of any kind whatsoever with respect to such a Transaction by virtue of this or any written or oral expression with respect to such a Transaction by such party or by any of its Affiliates or Representatives, except, in the case of this Agreement, for the matters specifically agreed to herein (which include, but are not limited to, matters with respect to confidentiality and the Standstill). For purposes of this Agreement, the term "definitive agreement" does not include a letter of intent or any other preliminary written agreement, whether or not executed, nor does it include any actual or purported written or verbal acceptance of any offer or proposal. Except as otherwise agreed in writing or as expressly provided herein, each party and its respective Affiliates and Representatives will be free to conduct the process relating to any Transaction as they in their sole discretion determine (including, without limitation, changing any procedures relating to a Transaction, or negotiating with and entering into a definitive agreement with any other person, without in any such case prior notice to the other party or any other person). Neither party will have any claims against the other party or any of its Affiliates or Representatives arising out of or relating to any Transaction other than those, if any, arising under this Agreement or any definitive agreement and then only in accordance with the terms hereof or thereof, as the case may be.
