Definitive Transaction Agreement. Each party also understands and agrees that no contract or agreement providing for a business transaction between the parties shall be deemed to exist unless and until a definitive transaction agreement related to the Evaluation Material has been executed and delivered by both of the parties hereto (a “Definitive Transaction Agreement”), and each party hereby waives, in advance, any claim (including, without limitation, any claim for breach of contract) in connection with such a transaction unless and until a Definitive Transaction Agreement has been executed and delivered by each of the parties thereto. It is also agreed that unless and until a Definitive Transaction Agreement between the parties with respect to a business transaction involving them has been executed and delivered, neither party nor its stockholders has any legal obligation of any kind whatsoever with respect to any such transaction. Under no circumstances will any oral understanding between the parties with respect to a business transaction be a binding contract. For purposes of this Paragraph 8, the term “Definitive Transaction Agreement” does not include an executed letter of intent or any other preliminary written agreement, nor does it include any written or oral offer or bid or any written or oral acceptance thereof. In addition, the parties agree that if a Definitive Transaction Agreement is entered into between the parties, then each party agrees that neither it nor its Representatives will disclose to any other person (other than its Representatives) (i) that a Definitive Transaction Agreement has been entered into or (ii) the terms of such Definitive Transaction Agreement, except in accordance with the terms of such Definitive Transaction Agreement.
Definitive Transaction Agreement. The Corporation will ensure that the definitive agreement governing completion of the Transaction will be in a form satisfactory to the Underwriters, acting reasonably, and the Corporation will ensure that such definitive agreement will contain representations, warranties and covenants customary to transactions of this nature, including a condition precedent to the completion of the Transaction, which may not be waived or varied by the parties thereto, that a favourable “provisional” title opinion with respect to the Marathon Properties be addressed and delivered to the Underwriters upon completion of the Transaction, which will provide that subject only to the receipt of Crown consent to the assignment of the underlying leases, the Corporation will be the registered freehold title owner of any freehold properties, the leasehold registered title owner of all leasehold properties, and the recorded holder of all unpatented claims comprising the Marathon Properties.
Definitive Transaction Agreement. 44 Delaware LP Act...................................................................................................9
Definitive Transaction Agreement. Each party also understands and agrees that no contract or agreement providing for a Transaction between the parties shall be deemed to exist unless and until a Definitive Transaction Agreement has been executed and delivered by both of the parties hereto, and each party hereby waives, in advance, any claim (including, without limitation, any claim for breach of contract) in connection with such a Transaction unless and until a Definitive Transaction Agreement has been executed and delivered by each of the parties thereto. It is also agreed that unless and until a Definitive Transaction Agreement between the parties with respect to a Transaction has been executed and delivered, neither party nor its stockholders has any legal obligation of any kind whatsoever with respect to any such Transaction. Under no circumstances will any oral understanding between the parties with respect to a Transaction be a binding contract. For purposes of this paragraph, the term “Definitive Transaction Agreement” does not include an executed letter of intent or any other preliminary written agreement, nor does it include any written or oral offer or bid or any written or oral acceptance thereof. THE RECEIVING PARTY FURTHER UNDERSTANDS THAT THE DISCLOSING PARTY SHALL BE FREE AT ALL TIMES TO CONDUCT ANY PROCESS FOR A BUSINESS COMBINATION TRANSACTION INVOLVING THE DISCLOSING PARTY AND ANY OTHER PERSONS AS THE DISCLOSING PARTY IN ITS SOLE DISCRETION SHALL DETERMINE. The disclosing party reserves the right, in its sole discretion, to (a) decline to provide any requested information, (b) discontinue consideration of a transaction with the receiving party at any time, (c) reject any and all proposals made by the receiving party or any of its Representatives, (d) terminate discussions and negotiations with the receiving party at any time and for any reason and (e) conduct any process relating to a possible transaction with any other person at any time or change the procedure for conducting such process. This Agreement does not constitute or create any obligation of the disclosing party to provide any Evaluation Material or other information to the receiving party, but merely defines the right, duties and obligations of the parties with respect to Evaluation Material to the extent it may be disclosed or made available. Under no circumstances is the disclosing party obligated to disclose or make available any information, including any Evaluation Material, that the disclosing party in i...
