Common use of No Binding Agreement Clause in Contracts

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.