Effect of Term Sheet. This Term Sheet contains an outline of principal terms of the Proposed Transaction only and, except for Sections 8.1, 8.2 and 9.2 to 9.9 inclusive (collectively, the “Binding Obligations”) shall not be legally binding upon either Party hereto. It is agreed that, with the exception of the Binding Obligations, no agreement has been reached by the Parties with respect to the subject matter of the Proposed Transaction. Accordingly, except for the Binding Obligations, if for any reason whatsoever the Definitive Agreement is not executed, neither Party hereto shall be entitled to any form of relief whatsoever relating to the Proposed Transaction, including, without limitation, injunctive relief or damages. The Binding Obligations shall be binding upon and enforceable against the Parties and their successors and permitted assigns and shall survive the termination of this Term Sheet.
Effect of Term Sheet. This Term Sheet is intended to provide a general framework for the subsequent negotiation of definitive agreements regarding the development and operation of the Stadium and is not intended to create any binding contractual obligations on any Party or to commit any Party to a particular course of action. A transaction of this type involves many essential terms and conditions that have not yet been agreed upon, and it is expressly contemplated by the Parties that, in order to effectuate the Stadium project, binding agreements will have to be negotiated, agreed to by the Parties and ultimately submitted to the City Council for approval.
Effect of Term Sheet. This Term Sheet is intended to provide a framework for the subsequent negotiation of definitive agreements regarding the development and operation of the Project and is not intended to commit any party to a particular course of action. A transaction of this type involves many essential terms and conditions that have not yet been agreed upon, and it is expressly contemplated by the Parties that, in order to effectuate the Project, binding agreements will have to be negotiated and agreed to by the Parties. The Parties anticipate that future agreements may include, but are not limited to, Right of Entry permits to conduct preliminary physical inspections of the Property, Licenses to the extent required to comply with any City of San Diego requirements for the design of the Project, and a Ground Lease. The Parties agree to prepare definitive legal documents that contain the basic terms set forth herein with other agreed terms consistent with this Term Sheet that are customarily included in similar agreements for the location, financing, ownership, design, development, construction, operation, use, and occupancy of comparable facilities. The Parties intend that the planning, design, development, and construction of the Project along with associated off-site infrastructure will be led by Monarch, but that the entire process will be a cooperative, mutual endeavor in which the Parties actively participate and work together in good faith and with due diligence.
Effect of Term Sheet. The Parties agree that this memorandum does not create binding rights or obligations, other than the obligation of the Parties to negotiate in good faith definitive agreements with respect to the EJV, except that the provisions under the heading "Exclusivity" shall be binding upon each of the Parties and their respective Affiliates, from and including the date hereof to but not including the earlier of (i) the date on which the Parties execute the definitive EJV agreements, and (ii) the first anniversary of the closing of the Securities Purchase Agreement. * * * NATIONAL DISCOUNT BROKERS GROUP, INC. DEUTSCHE BANK AG By: /s/ Xxxxxx Xxxxxx By: /s/ Xxxxxx X. Xxxxxx ----------------- -------------------- Name: Xxxxxx Xxxxxx Name: Xxxxxx X. Xxxxxx Title: President and Title: Attorney-in-Fact Chief Executive Officer
Effect of Term Sheet. 6.10 The parties acknowledge that the Term Sheet remains in full force and effect and that the terms and conditions contained in this Agreement are supplementary to and not in substitution for the terms and conditions contained in the Term Sheet. To the extent that there is any inconsistency between a provision of this Agreement and a provision of the Term Sheet, the said provision in this Agreement shall be paramount and shall supersede the said provision of the Term Sheet.
Effect of Term Sheet. The Parties agree that this memorandum does not create binding rights or obligations, other than the obligation of the Parties to negotiate in good faith definitive agreements with respect to the WJV, except that the provisions under the heading "Exclusivity" shall be binding upon each of the Parties and their respective Affiliates, from and including the date hereof to but not including the earlier of (i) the date on which the Parties execute the definitive WJV agreements, and (ii) the first anniversary of the closing of the Securities Purchase Agreement. * * * NATIONAL DISCOUNT BROKERS GROUP, INC. DEUTSCHE BANK AG By: /s/ Arthur Kontos By: /s/ Thomas A. Curtis ----------------- -------------------- Name: Arthur Kontos Name: Thomas A. Curtis Txxxx: Xxxxxxxnt and Chief Executive Officer Txxxx: Xxxxxxxx-xn-Fact
Effect of Term Sheet. This term sheet will be considered a binding contract on the parties until the definitive agreement is executed. * The parties shall rely upon and operate in good faith under the terms of this term sheet, and shall attempt in good faith to negotiate a definitive agreement reflecting the terms of this term sheet as well as terms incorporating standard covenants, representations and warranties. * Once the term sheet is executed by both parties, while the definitive agreement is being drafted, Xomed shall: (1) pay the [*****] license payment outlined in section 2 to ArthroCare; (2) shall make the stocking order in section 5; and (3) will cease all discussions with competitive RF companies. In exchange, ArthroCare shall: (1) cease all discussions with other potential ENT distributors; (2) cease the sale of ENT products; (3) cease the execution of any further agreements with distributors for ENT products, and (4) shall not hire any direct sales representatives for ENT. ARTHROCARE CORPORATION XOMED SURGICAL PRODUCTS By: /s/ XXXXXXX X. XXXXX By: /s/ XXXXX X. XXXXXX -------------------------------- ------------------------------- Print Name: XXXXXXX X. XXXXX Print Name: XXXXX X. XXXXXX ------------------------ -----------------------
Effect of Term Sheet. The parties agree that this Amendment and the Mutual Release will supersede the Term Sheet and agree that the Term Sheet has no further force and effect, and that the Parties’ rights and obligations with respect to the Term Sheet are governed entirely by this Amendment and the Mutual Release.
Effect of Term Sheet. This term sheet will be considered a binding contract on the parties until the definitive agreement is executed. * The parties shall rely upon and operate in good faith under the terms of this term sheet, and shall attempt in good faith to negotiate a definitive agreement reflecting the terms of this term sheet as well as terms incorporating standard covenants, representations and warranties. * Once the term sheet is executed by both parties, while the definitive agreement is being drafted, Xomed shall: (1) pay the [*****] license payment outlined in section 2 to ArthroCare; (2) shall make the stocking order in section 5; and (3) will cease all discussions with competitive RF companies. In exchange, ArthroCare shall: (1) cease all discussions with other potential ENT distributors; (2) cease the sale of ENT products; (3) cease the execution of any further agreements with distributors for ENT products, and (4) shall not hire any direct sales representatives for ENT. ARTHROCARE CORPORATION XOMED SURGICAL PRODUCTS By: By: Print Name: Print Name: Title: Title:
Effect of Term Sheet. This Term Sheet is intended to provide a framework for the subsequent negotiation of a definitive agreement regarding the development and operation of the Project and is not intended to commit any party to a particular course of action. A transaction of this type involves many essential terms and conditions that have not yet been agreed upon, and it is expressly contemplated by the Parties that, in order to effectuate the Project, a binding agreement will have to be negotiated and agreed to by the Parties. District and Magnolia anticipate that a future agreement may include, but is not be limited to a License Agreement, Ground Lease Agreement, or other applicable document to the extent required to comply with any requirements for the design or construction of the Project, from the District, City of San Diego, or other applicable government entity with competent jurisdiction. The Parties agree to prepare one or more definitive legal documents that contain the basic terms set forth herein with other agreed terms consistent with this Term Sheet that are customarily included in similar agreements for the location, financing, ownership, design, development, construction, operation, use, and occupancy of comparable facilities. The Parties intend that the planning, design, development, and construction of the Project along with associated off-site infrastructure, if applicable, will be led by Magnolia, but that the entire process will be a cooperative, mutual endeavor in which the Parties actively participate and work together in good faith and with due diligence.
