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. Each party understands and agrees that no contract or agreement providing for any Transaction involving the parties shall be deemed to exist between the parties unless and until a final definitive agreement has been executed and delivered by the parties. Each party also agrees that unless and until a final definitive agreement regarding a Transaction between the parties 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 Agreement except for the matters specifically agreed to herein. For purposes of this paragraph, the term "definitive agreement" does not include an executed letter of intent or any other preliminary written agreement. Both parties further acknowledge and agree that each party reserves the right, in its sole discretion, to provide or not provide Evaluation Material to the receiving party under this Agreement, to reject any any all proposals made by the other party or any of its Representatives with regard to a Transaction between the parties, and to terminate discussions and negotiations at any time.
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
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
Definitive Agreements. The parties will begin to prepare drafts of the legal documents necessary to effect the Transaction and the Financing. The parties shall use their good faith efforts to complete and be in a position to execute definitive agreements relating to the Transaction and the Financing (the “Definitive Agreements”) no later than 14 days following the retention of the Agent (the “Retention Date”) or such later time and date as may be mutually agreed to by the parties in writing. Upon execution of the LOI by both parties, and subject to prior approval of the TSX Venture Exchange, BLL shall advance to BLL’s legal counsel, the sum of CAD$250,000 to be held in trust as a refundable deposit in favour of Fox UK. If the Transaction does not close as a result of BLL’s termination of the Transaction, then $225,000 shall be returned to BLL and Fox UK shall be entitled to receive a $25,000 termination fee from BLL. Closing of the Financing would be targeted to occur 30 days following the Retention Date of the Agent or, before November 30, 2008. Closing of the Transaction would be targeted to occur 60 days following the Retention Date or such other time and date, earlier or later, as may be mutually agreed to by the parties, the whole subject to regulatory approval. The Definitive Agreements shall be mutually acceptable to Fox UK, Fox US and BLL and shall be substantially in the form customarily used for such a document, including customary representations and warranties and conditions. Without limitation, the Definitive Agreements shall provide that the obligations to complete the Transaction shall be conditional on, among other things:
(a) Fox UK having prepared and provided audited financial statements and reports compliant with National Instrument 51-101 respecting Standards of Disclosure for Oil and Gas Activities;
(b) receipt by the parties of all required third party approvals;
(c) the parties having used their good faith efforts to prepare all necessary disclosure and filing documentation in respect of the Transaction and receipt by the parties of all regulatory approvals (including relevant stock exchanges);
(d) required approval by the stakeholders of BLL, Fox UK and Fox US;
(e) approval by the board of directors of BLL, Fox UK and Fox US;
(f) as for the Transaction, completion by Fox UK and Fox US of a satisfactory due diligence on BLL pursuant to paragraph 8 of this Letter Agreement;
(g) as for the Transaction, completion by BLL of a satisfactory due diligence on Fo...
