The concept of pre-contract Sample Clauses

The concept of pre-contract. The pre-contract (pactum de contrahendo) is the agreement (also called a provisional or preliminary contract) by which the parties undertake to conclude a contract in the future. In many cases in which the parties intend to conclude a contract, the legal or economic conditions necessary for that agreement have not been met at a particular time. Nevertheless, they want to create a legal relationship even in this situation, to which end one or all of the parties produce a legally binding agreement between themselves according to which they will conclude the anticipated contract in the future. Pre-contracts can be unilateral (only one party undertakes to conclude the anticipated contract, the other party having an option to do so) or bilateral (both parties undertake to conclude the anticipated contract). For example, a building is not yet listed under the seller’s name in the Land Reg- ister. Through a bilateral pre-contract, the promisor-seller undertakes to register as an owner within three months from the date of the pre-contract (which has a prepa- ratory character for the anticipated contract), and both parties establish that they will conclude the contract of sale in 15 days after the record in the Land Register is made. Therefore, by the pre-contract, the promisor-seller preserves the consent of the promisor-buyer, and conversely, the promisor-buyer preserves that of the promisor- seller for the future. In many cases, based on a pre-contract, an advance or even a full payment is also performed. Xxxxxx, E., Xxxxxx, M., Xxxxxxxxxx, Ł., Xxxxx, X., Xxxxxx, M. (2022) ‘Pre-Contracts’ in Veress, E. (ed.) Contract Law in East Central Europe. Miskolc-Budapest: Central European Academic Publish- ing. pp. 83–107. xxxxx://xxx.xxx/10.54171/2022.ev.cliece_chapter3 Chapter III The pre-contract must contain all those clauses of the anticipated contract in the absence of which the parties could not fulfill the promise. There is a question regard- ing the form of a pre-contract: Does it have to respect the form of the anticipated contract or not? The responses differ from one legal system to another, but the domi- nant approach is a symmetry of form between the pre-contract and the anticipated contract.1 The agreement by which the parties undertake to negotiate to conclude or amend a contract does not constitute a pre-contract because it does not produce an obligation to effectively conclude the contract toward which they are negotiating.2 An offer to contract and a pr...
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Related to The concept of pre-contract

  • Maintenance of Status The Borrower will maintain its separate corporate existence and remain in good standing under the laws of the Xxxxxxxx Islands.

  • Mechanics and Effect of Conversion No fractional shares of Financing Securities or Common Stock shall be issued upon conversion of this Note. Notwithstanding any other provision of this Note or the Note and Warrant Purchase Agreement, upon the conversion of the Obligations under this Note, in lieu of the Company issuing any fractional shares to the Holder, the Company shall pay to the Holder in cash the amount of the Obligations that is not so converted. Upon conversion of this Note pursuant hereto, the Holder shall surrender this Note, duly endorsed, at the principal office of the Company and shall execute such documents as are reasonably required to be executed by all purchasers of the Financing Securities. The Company shall, as soon as practicable thereafter, issue and deliver to such Holder at such principal office a certificate or certificates for the number of shares of the Financing Securities or Common Stock to which the Holder shall be entitled upon such conversion (bearing such legends as are required by applicable state and federal securities laws in the opinion of counsel to the Company), together with any other securities and property to which the Holder is entitled upon such conversion under the terms of this Note. Upon full conversion of this Note pursuant to the terms hereof, the Company shall be forever released from all its obligations and liabilities under this Note. Upon conversion of this Note into Financing Securities or Common Stock, the Holder shall be entitled to all rights and privileges afforded by the Company to other holders of such Financing Securities or Common Stock.

  • Implementation of Agreement Each Party must promptly execute all documents and do all such acts and things as is necessary or desirable to implement and give full effect to the provisions of this Agreement.

  • MAINTENANCE OF STANDARDS The Employer agrees, subject to the following provisions, that all conditions of employment in his/her individual operation relating to wages, hours of work, overtime differentials and general working conditions shall be maintained at not less than the highest standards in effect at the time of the signing of this Agreement, and the conditions of employment shall be improved whenever specific provisions for improvement are made elsewhere in this Agreement.

  • Proof of Execution of Instruments and of Holding of Debt Securities Subject to the provisions of Sections 7.01, 7.02 and 13.09, proof of the execution of any instrument by a Holder or his agent or proxy shall be sufficient if made in accordance with such reasonable rules and regulations as may be prescribed by the Trustee or in such manner as shall be satisfactory to the Trustee. The ownership of Debt Securities of any series shall be proved by the Debt Security Register or by a certificate of the Registrar for such series. The Trustee may require such additional proof of any matter referred to in this Section 8.02 as it shall deem necessary.

  • Compliance with Other Instruments, etc The Servicer is not in violation of any term of its certificate of incorporation or by-laws. The execution, delivery and performance by the Servicer of the Transaction Documents to which it is a party do not and will not (i) conflict with or violate the organizational documents of the Servicer, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of, or constitute a default under, or result in the creation of any Lien on any of the properties or assets of the Servicer pursuant to the terms of any instrument or agreement to which the Servicer is a party or by which it is bound where such conflict would have a material adverse effect on the Servicer’s activities or its ability to perform its obligations under the Transaction Documents or (iii) require any consent of or other action by any trustee or any creditor of, any lessor to or any investor in the Servicer.

  • Mortgage Status; Waivers and Modifications Since origination and except by written instruments set forth in the related Mortgage File or as otherwise provided in the related Mortgage Loan documents (a) the material terms of such Mortgage, Mortgage Note, Mortgage Loan guaranty and related Mortgage Loan documents have not been waived, impaired, modified, altered, satisfied, canceled, subordinated or rescinded in any respect; (b) no related Mortgaged Property or any portion thereof has been released from the lien of the related Mortgage in any manner which materially interferes with the security intended to be provided by such Mortgage or the use or operation of the remaining portion of such Mortgaged Property; and (c) neither borrower nor guarantor has been released from its material obligations under the Mortgage Loan. With respect to each Mortgage Loan, except as contained in a written document included in the Mortgage File, there have been no modifications, amendments or waivers, that could be reasonably expected to have a material adverse effect on such Mortgage Loan consented to by the Mortgage Loan Seller on or after the Cut-off Date.

  • Compliance with Other Instruments, Laws, Etc None of the Borrower, any Guarantor or any of their respective Subsidiaries is in violation of any provision of its charter or other organizational documents, bylaws, or any agreement or instrument to which it is subject or by which it or any of its properties is bound or any decree, order, judgment, statute, license, rule or regulation, in any of the foregoing cases in a manner that has had or could reasonably be expected to have a Material Adverse Effect.

  • Conclusiveness of Statements; Survival of Provisions Determinations and statements of any Lender pursuant to Sections 8.1, 8.2, 8.3 or 8.4 shall be conclusive absent demonstrable error. Lenders may use reasonable averaging and attribution methods in determining compensation under Sections 8.1 and 8.4, and the provisions of such Sections shall survive repayment of the Obligations, cancellation of any Notes, expiration or termination of the Letters of Credit and termination of this Agreement.

  • Venue and Governing Law The laws of the State of California shall govern the terms and conditions of this contract with venue in the County where the LEA is located.

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