No Commitment; Initiation Clause Samples
The "No Commitment; Initiation" clause establishes that neither party is legally bound to proceed with a transaction or agreement solely by engaging in preliminary discussions or negotiations. In practice, this means that even if the parties exchange information, hold meetings, or draft initial documents, there is no obligation to finalize or enter into a binding contract unless and until a formal agreement is executed. This clause serves to protect both parties from unintended legal obligations during the early stages of negotiation, ensuring that commitment only arises when both sides explicitly agree to formal terms.
No Commitment; Initiation. Prior to the occurrence of an Event of Default and subject to the terms and conditions set forth herein, Buyer may, in its sole and absolute discretion, enter into Transactions with Seller from time to time in an aggregate principal amount that will not cause the Aggregate Facility Purchase Price for all Purchased Mortgage Loans subject to then outstanding Transactions under this Agreement, together with any Eligible Mortgage Loans that are being offered by Seller for purchase under such Transaction to exceed, as of any date of determination, the Maximum Aggregate Purchase Price. Within the foregoing limits and subject to the terms and conditions set forth herein, ▇▇▇▇▇▇ and ▇▇▇▇▇ may enter into Transactions. This Agreement is not a commitment by ▇▇▇▇▇ to enter into Transactions with Seller but sets forth the requirements under which ▇▇▇▇▇ would consider entering into Transactions as set forth herein. For the sake of clarity, Seller hereby acknowledges that Buyer is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement.
No Commitment; Initiation. Prior to the occurrence of an Event of Default and subject to the terms and conditions set forth herein, Buyer agrees that it may, in its sole discretion, enter into Transactions with Seller from time to time in an aggregate principal amount that will not cause the Aggregate Facility Purchase Price for all Purchased Mortgage Loans subject to then outstanding Transactions under this Agreement, together with any Eligible Mortgage Loans that are being offered by Seller for purchase under such Transaction to exceed, as of any date determination, the Maximum Aggregate Purchase Price. Within the foregoing limits and subject to the terms and conditions set forth herein, Seller and Buyer may enter into Transactions. This Agreement is not a commitment by Buyer to enter into Transactions with Seller but sets forth the requirements under which Buyer would consider entering into Transactions as set forth herein. For the sake of clarity, Seller hereby acknowledges that Buyer is under no obligation to agree to enter into, or to enter into, any Transaction pursuant to this Agreement. (a) Conditions Precedent to Initial Transaction. Buyer’s agreement (if any) to enter into the initial Transaction hereunder is subject to the satisfaction, immediately prior to or concurrently with the making of such Transaction, of the conditions precedent that Buyer shall have received from Seller any fees and expenses due and payable hereunder, and all of the following documents, each of which shall be satisfactory to Buyer and its counsel in form and substance: 28