No Agreement. Subscriber acknowledges and agrees that the ChargePoint Services merely enable a Rights Grantor to extend Rights to Rights Grantees. The mere extension of such Rights by a Rights Grantor to a Rights Grantee does not constitute an agreement between Rights Grantor and the Rights Grantee with respect to the granted Rights or the exercise of such Rights by the Rights Grantee. CPI does not, either through the terms of the Agreement or the provision of ChargePoint Services undertake to provide any such agreement. It is the responsibility of the Rights Grantor and the Rights Grantee to enter into such an agreement on terms mutually acceptable to each. CPI expressly undertakes no liability with respect to such an agreement and Rights Grantor fully and unconditionally releases CPI from any liability arising out of such an agreement. Further Rights Grantor agrees to indemnify and hold CPI, its officers, directors, agents, affiliates, distribution partners, licensors and suppliers harmless from and against any and all claims, actions, proceedings, costs, liabilities, losses and expenses (including, but not limited to, reasonable attorneys’ fees) (collectively, “Claims”) suffered or incurred by such indemnified parties resulting from or arising out of such agreement.
No Agreement. You understand and agree that no contract or agreement providing for any Possible Transaction shall be deemed to exist between you and the Company unless and until a final definitive agreement has been executed and delivered, and you hereby waive, in advance, any claims (including, without limitation, breach of contract) in connection with any Possible Transaction unless and until you and the Company shall have entered into a final definitive agreement. You also agree that unless and until a final definitive agreement regarding a Possible Transaction has been executed and delivered, neither the Company nor you will be under any legal obligation of any kind whatsoever with respect to such a Possible Transaction by virtue of this letter agreement except for the matters specifically agreed to herein. You further acknowledge and agree that the Company reserves the right, in its sole discretion, to reject any and all proposals made by you or any of your Representatives with regard to a Possible Transaction, to determine not to engage in discussions or negotiations and to terminate discussions and negotiations with you at any time, and to conduct, directly or through any of its Representatives, any process for any transaction involving the Company or any of its subsidiaries, if and as they in their sole discretion shall determine (including, without limitation, negotiating with any other interested parties and entering into a definitive agreement without prior notice to you or any other person).
No Agreement. If the Parties fail to reach agreement within a reasonable period of time on the gathering and other fees with respect to a requested connection, Gatherer shall provide to Producers its estimated costs for such connection and Producers may elect to (i) if capacity is available, reimburse Gatherer for its costs to construct and complete such connection to a Xxxxxxx Gathering System (a “Reimbursed Connection”) or (ii) request and receive a release from the dedication under this Agreement for the spacing/drilling units of the affected xxxxx if Producers reasonably determine that the terms offered for services by a third party gatherer in the Xxxxxxx XXX are more favorable than those under this Agreement. Producers shall furnish Notice to Gatherer of Producers’ election under the preceding sentence for each affected connection, and if Producers elect to reimburse Gatherer for the costs of any such connection, then (x) Gatherer shall proceed to commence and complete such connection, subject to Producers’ reimbursement of the costs therefor, and (y) all Producers’ Gas delivered through that Reimbursed Connection shall be gathered by Gatherer on the Xxxxxxx Gathering System under the terms of this Agreement, except that the prevailing Xxxxxxx Fees that apply to such Producers’ Gas shall be discounted by **% until Payout of the Reimbursed Connection occurs. Gatherer shall use good faith efforts to notify Producer no less than 60 Days prior to the date which Gatherer expects Payout of such Reimbursed Connection to occur. From and after Payout of a Reimbursed Connection, the applicable Xxxxxxx Fees that apply to Producers’ Gas from a Reimbursed Connection shall be the then prevailing undiscounted Xxxxxxx Fees. Producers shall be entitled to use the entire capacity of each Reimbursed Connection.
No Agreement. Notwithstanding Section 8.1, if the Parties are unable to reach agreement on the terms of a license within one hundred twenty (120) days of the commencement of such negotiations for the applicable Enzyme Library or Product, Codexis shall have no obligation to grant to MUS or any MUS Affiliate a license with regard to such Enzyme Library or Product.
No Agreement. If the Parties cannot agree on a single arbitrator as provided in Section 9.2, or if the person appointed is unwilling or unable to act, either Party may submit the matter to arbitration before a single arbitrator in accordance with rules for conciliation and arbitration of the British Columbia International Commercial Arbitration Centre (in this Article, the "Rules").
No Agreement. In the event that the Steering Committee fails to agree to designate as a Collaboration Product a particular Product Configuration that Fuso (i) nominated, (ii) prepared a Development Plan for meeting the criteria in Section 2.4.2 above, and (iii) supported as a Collaboration Product by voting for the applicable Development Plan, then GenVec may not independently develop or commercialize such Product Configuration in the Territory for the Field until after the Research Program Term, unless GenVec has, subject to Section 2.4.4, previously commenced or established its intent to commence research (as shown by written records) with respect to such a Product Configuration, alone or with a third party, prior to the date Fuso proposed to the Steering Committee that such Product Configuration be designated as a Collaboration Product.
No Agreement. Such Guarantor has not entered into, and agrees that it will not enter into, any agreement providing, directly or indirectly, for any such right or claim against Borrower or, except as set forth in Section 2.10, against any other Subsidiary of Borrower, and each such agreement now existing or hereafter entered into (except Section 2.10) is and shall be void;
No Agreement. Each party understands and agrees that no contract or agreement providing for any Possible Transaction shall be deemed to exist between the parties unless and until a final Definitive Agreement has been executed and delivered, and both parties hereby waive, in advance, any claims (including, without limitation, breach of contract) in connection with any Possible Transaction unless and until the parties shall have entered into a final Definitive Agreement. The parties also agree that unless and until a final Definitive Agreement has been executed and delivered, neither party will be under any legal obligation of any kind whatsoever with respect to such a Possible Transaction by virtue of this letter agreement except for the matters specifically agreed to herein. The parties further acknowledge and agree that each party reserves the right, in its sole discretion, to reject any and all proposals made by the other party or any of the other party’s Representatives with regard to a Possible Transaction, to determine not to engage in discussions or negotiations and to terminate discussions and negotiations with the other party at any time. Each party reserves the right to conduct, directly or through any of its Representatives, any process for any transaction involving itself or any of its affiliates or divisions, if and as that party in its sole discretion shall determine (including, without limitation, negotiating with any other interested parties and entering into a definitive agreement regarding transactions similar to the Possible Transaction without prior notice to the other party or any other person).
No Agreement. Notwithstanding any other provision hereof, the Company reserves the right not to make available hereunder any information, the provision of which is determined by it, in its sole discretion, to be inadvisable or inappropriate. You understand and agree that no contract or agreement providing for any Possible Transaction shall be deemed to exist between you and the Company or its stockholders unless and until a final definitive agreement has been executed and delivered (and then only to the extent specifically set forth therein), and you hereby waive, in advance, any claims (including, without limitation, breach of contract) in connection with any Possible Transaction unless and until you and the Company and/or its stockholders shall have entered into a final definitive agreement. You also agree that unless and until a final definitive agreement regarding a Possible Transaction has been executed and delivered, none of the Company, its stockholders or you will be under any legal obligation of any kind whatsoever with respect to such a Possible Transaction by virtue of this letter agreement except for the matters specifically agreed to herein. You further acknowledge and agree that the Company and its stockholders reserve the right, in their sole discretion, to reject any and all proposals made by you or any of your Representatives with regard to a Possible Transaction, to determine not to engage in discussions or negotiations and to terminate discussions and negotiations with you at any time, to conduct, directly or through any of their Representatives, any process for any transaction involving the Company, if and as they in their sole discretion shall determine (including, without limitation, negotiating with any other interested parties and entering into a definitive agreement without prior notice to you or any other person) and to change any procedures relating to such Possible Transaction at any time without notice to you or any other person, and you shall not have any claim whatsoever against the Company or its stockholders or their Representatives arising out of or relating to any Possible Transaction (other than those as against parties to a definitive written agreement with you in accordance with the terms thereof).
No Agreement understanding, variation, waiver or modification of any of the terms or provisions contained herein shall in any manner be binding upon the parties hereto unless made and executed in writing by the parties hereto and, if required, approved and implemented by the County's Board of Supervisors.
