Effect of Term Sheet Sample Clauses

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.
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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.
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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;
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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.
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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.
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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.
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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.
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Effect of Term Sheet. 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.
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Effect of Term Sheet 
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Related to Effect of Term Sheet

  • Effect of Termination Upon any expiration of the Term or termination of this Agreement, the obligations and rights of the parties hereto shall cease, provided that such expiration or termination of this Agreement shall not relieve the parties of any obligation or breach of this Agreement accruing prior to such expiration or termination, including, without limitation, all accrued payment obligations arising under Article 6. In addition, Article 5, Article 7, Section 2.12, Section 4.5, and this Section 4.6 shall survive the expiration or termination of this Agreement. For the avoidance of doubt, the rights of Registry Operator to operate the registry for the TLD shall immediately cease upon any expiration of the Term or termination of this Agreement.

  • Effect of Termination of Agreement Upon the Termination Date or the Expiration Date, as applicable, any amounts then owing by a Party to the other Party shall become immediately due and payable and the then future obligations of Customer and Provider under this Agreement shall be terminated (other than the indemnity obligations set forth in Section 13). Such termination shall not relieve either Party from obligations accrued prior to the effective date of termination or expiration.

  • Survival of Terms Notwithstanding any expiration or termination of this Contract, all payment obligations incurred prior to expiration or termination will survive, as will the following: Articles 11 through 14 survive the expiration or cancellation of this Contract. All other rights will cease upon expiration or termination of this Contract.

  • Effect of Termination and Abandonment In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article VIII, no party to this Agreement shall have any liability or further obligation to any other party hereunder except (a) as set forth in Sections 8.03 and 9.01 and (b) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such termination.

  • Effect of Termination Notice Where Network Rail or the Train Operator has served a Termination Notice on the other: (a) the service of the Termination Notice shall not affect the parties’ continuing obligations under this contract up to the date of termination, which date shall be determined in accordance with paragraph 3.4(c); (b) the party which has served the Termination Notice shall withdraw it by notice to the other party, upon being reasonably satisfied that the relevant Event of Default has been remedied; and (c) this contract shall terminate on the later of: (i) the date and time specified in the Termination Notice for the contract to terminate (or such later date and time as the party which served the Termination Notice notifies to the other before the date and time so specified); and (ii) the date on which a copy of the Termination Notice is given to XXX.

  • Survival of Terms and Conditions The Parties understand and agree that all terms and conditions of the Agreement that require continued performance, compliance, or effect beyond the termination date of the Agreement shall survive such termination date and shall be enforceable in the event of a failure to perform or comply.

  • Integration; Binding Effect; Survival of Terms (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Party pursuant to Article V, (ii) the indemnification and payment provisions of Article X, and Sections 14.5 and 14.6 shall be continuing and shall survive any termination of this Agreement.

  • Confidentiality of Terms The parties hereto will keep the terms and existence of this Agreement and the identities of the parties hereto and their affiliates confidential and will not now or hereafter divulge any of this information to any third party except (a) with the prior written consent of the other party; (b) as otherwise may be required by law or legal process, including, without limitation, in confidence to legal and financial advisors in their capacity of advising a party in such matters; (c) during the course of litigation, so long as the disclosure of such terms and conditions is restricted in the same manner as is the confidential information of other litigating parties; (d) in confidence to its legal counsel, accountants, banks and financing sources and their advisors solely in connection with complying with its obligations under this Agreement; (e) by Purchaser, in order to perfect Purchaser’s interest in the Assigned Patent Rights or the Abandoned Assets with any governmental patent office (including, without limitation, recording the Executed Assignments in any governmental patent office); or (f) to enforce Purchaser’s right, title, and interest in and to the Assigned Patent Rights or the Abandoned Assets; provided that, in (b) through (d) above, (i) to the extent permitted by law, the disclosing party will use all legitimate and legal means available to minimize the disclosure to third parties, including, without limitation, seeking a confidential treatment request or protective order whenever appropriate or available; and (ii) the disclosing party will provide the other party with at least ten (10) days’ prior written notice of such disclosure. Without limiting the foregoing, Seller will cause its agents involved in this transaction to abide by the terms of this paragraph, including, without limitation, ensuring that such agents do not disclose or otherwise publicize the existence of this transaction with actual or potential clients in marketing materials, or industry conferences.

  • Termination and Effect of Termination This Agreement shall terminate upon the date on which no Holder holds any Registrable Securities, except for the provisions of Sections 3.9 and 3.10, which shall survive any such termination. No termination under this Agreement shall relieve any Person of liability for breach or Registration Expenses incurred prior to termination. In the event this Agreement is terminated, each Person entitled to indemnification rights pursuant to Section 3.9 hereof shall retain such indemnification rights with respect to any matter that (i) may be an indemnified liability thereunder and (ii) occurred prior to such termination.

  • Amendment of Terms a) In accordance with the School Boards Collective Bargaining Act, the central terms of this agreement, excepting term, may be amended at any time during the life of the agreement upon mutual consent of the central parties and agreement of the Crown.

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