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 by both Parties, and each Party hereby waives, 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. Each Party also agrees that unless and until a final definitive agreement regarding a Possible Transaction has been executed and delivered by both Parties, 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. Each Party further acknowledges and agrees that each Party reserves the right, in its sole discretion, to reject any and all proposals made by the other Party or any of its 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, and to conduct, directly or through any of its Representatives, any process for any transaction involving itself 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 other agreements without prior notice to the other Party or any other person).
Appears in 2 contracts
Sources: Mutual Confidentiality Agreement (Evoke Pharma Inc), Mutual Confidentiality Agreement (QOL Medical, LLC)
No Agreement. Each Party understands The parties understand and agrees agree that no contract or agreement providing for any Possible Transaction shall be deemed to exist between you and the Parties Company unless and until a final definitive agreement has been executed and delivered by both Partiesdelivered, and each Party the parties hereby waiveswaive, 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. Each Party also agrees The parties agree that unless and until a final definitive agreement regarding a Possible Transaction has been executed and delivered by both Partiesdelivered, 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 agreement, or any other written or oral statement or any further actions by the parties, except for the matters specifically agreed to herein. Each Party You further acknowledges acknowledge and agrees agree that each Party the Company reserves the right, in its sole discretion, to reject any and all proposals made by the other Party you or any of its your 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 you at any time, and to conduct, directly or through any of its Representatives, any process for any transaction involving itself 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 other agreements definitive agreement without prior notice to the other Party you or any other person).
Appears in 2 contracts
Sources: Confidentiality Agreement (Danaher Corp /De/), Confidentiality Agreement (Beckman Coulter Inc)
No Agreement. Each Party understands and agrees that no contract or agreement providing for any the Possible Transaction shall be deemed to exist between the Parties unless and until a final definitive agreement has been executed and delivered by both Partiesdelivered, and each Party hereby waives, in advance, any claims (including, without limitation, breach of contract) in connection with any the Possible Transaction unless and until you and the Company Parties shall have entered into a final definitive agreement. Each Party also agrees that unless and until a final definitive agreement regarding a the Possible Transaction has been executed and delivered by both Partiesdelivered, neither the Company nor you Party will be under any legal obligation of any kind whatsoever with respect to such a the Possible Transaction by virtue of this letter agreement except for the matters specifically agreed to herein. Each Party further acknowledges and agrees that (a) each Party reserves the right, in its sole discretion, to reject any and all proposals made by the other Party or any of its Representatives with regard to a Possible Transaction, right to determine not to engage in discussions or negotiations and to terminate discussions and negotiations with the other Party at any timetime regarding the Possible Transaction, to withhold or not make available to the other Party or its Representatives any information, and (b) the Company reserves the right, in its sole discretion, to reject any and all proposals made by Genmab or any of its Representatives with regard to the Possible Transaction and to conduct, directly or through any of its Representatives, any process for any transaction involving itself 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 other agreements definitive agreement without prior notice to the other Party Genmab or any other person).
Appears in 1 contract