No Definitive Agreement. The Parties understand that no contract or agreement shall be deemed to exist between or among any of the Parties with respect to any business arrangements that may be proposed or contemplated in the course of the Discussions unless and until a definitive agreement has been executed and delivered, and that no Party has a legal obligation of any kind by virtue of this Agreement or any other written or oral expression with respect to the relationship between the Parties, except as specifically agreed to herein.
No Definitive Agreement. Each Party agrees that unless and until a definitive Agreement between the Parties with respect to the Proposed Transaction has been executed and delivered neither Party will be under any legal obligation of any kind whatsoever with respect to any such transaction by virtue of this or any written or oral expression with respect to such transaction by either of the Parties or their respective Representatives except, in the case of this Agreement, for the matters specifically agreed to herein. Each Party further acknowledges and agrees that it 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 any Proposed Transaction, and to terminate discussions and negotiations concerning a Proposed Transaction with the other Party at any time. The Interested Party further agrees that AFHM and its Representatives shall be free to conduct the process, if any, for the Proposed Transaction as AFHM in its sole discretion determines (including, without limitation, negotiating with any prospective buyer(s) or partner(s), furnishing similar or different information as that discussed herein to a third party, and entering into a definitive agreement with a third party without prior notice to the Interested Party) and that any procedures relating to the Proposed Transaction may be changed by AFHM at any time without notice to the Interested Party.
No Definitive Agreement. Each party acknowledges and agrees that unless and until a definitive agreement is executed by authorized representatives of both parties with respect to a transaction or business relationship, no enforceable promise, agreement, undertaking or contract with respect to any transaction or business relationship shall be deemed to exist.
No Definitive Agreement. The parties understand and agree that nothing herein (i) requires the disclosure of any Confidential Information by either party, which shall be disclosed if at all solely at the option of either such party, or (ii) requires either party to proceed with any proposed transaction, business relationship or joint venture, other than pursuant to a separate written agreement between the parties.
No Definitive Agreement. Each party agrees that unless and until a definitive agreement between the parties with respect to the Proposed Transaction has been executed and delivered, neither party will be under any legal obligation of any kind whatsoever with respect to any such transaction by virtue of this or any written or oral expression with respect to such transaction by either of the parties or their respective Representatives except, in the case of this agreement, for the matters specifically agreed to herein. Each party further acknowledges and agrees that it 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 any Proposed Transaction, and to terminate discussions and negotiations concerning a Proposed Transaction with the other party at any time.
No Definitive Agreement. You understand and agree that (a) no contract or agreement providing for the Potential Transaction shall be deemed to exist unless and until a definitive agreement has been executed and delivered by the parties (or their applicable affiliates) and
No Definitive Agreement. Both Parties agree that no contract or agreement providing for the potential transaction concerning the Purpose shall be deemed to exist unless and until the Parties hereto execute and deliver a definitive written agreement concerning the Purpose (a “Definitive Agreement”). Both Parties also agree that unless and until the Parties hereto execute and deliver a Definitive Agreement, neither Party will be under any legal obligation of any kind whatsoever with respect to a transaction concerning the Purpose by virtue of this Agreement, except for the matters specifically agreed to herein.
No Definitive Agreement. AQSP shall have the right to reject or accept any possible Transaction, Investment or proposal for any reason whatsoever, at any time, in its sole discretion, and to terminate negotiations with any counterparty concerning a possible Transaction or Investment at any time for any reason whatsoever.
No Definitive Agreement. The Parties understand that unless and until a definitive agreement has been executed and delivered, no contract or agreement with respect to reserving capacity on the Stateline Crude, LLC shall be deemed to exist between the Parties, and neither Party will be under any legal obligation of any kind whatsoever with respect to any such capacity reservation by virtue of this Agreement, except with respect to the matters specifically agreed to herein. For purposes of this Agreement, the term “definitive agreement” does not include an executed letter of intent or any other preliminary written agreement or offer, unless specifically so designated in writing and executed by both Parties. Furthermore, this Agreement is not intended to and does not create a partnership, joint venture or any other business combination between the Parties. No conduct, communication or public press release between the Parties (nor any conduct or communication or public press release of either Party or its respective managers, officers, employees, agents or representatives with any third party) shall represent that the parties have formed a joint venture or any other partnership or similar transaction or shall be interpreted as creating such a relationship or intent to constitute an agreement. FURTHERMORE, THE PARTIES ACKNOWLEDGE AND AGREE THAT, UNLESS AND UNTIL A DEFINITIVE AGREEMENT (AS DEFINED ABOVE) BETWEEN THE PARTIES WITH RESPECT TO THE POTENTIAL RESERVATION OF CAPACITY ON STATELINE CRUDE, LLC HAS BEEN EXECUTED AND DELIVERED, AND THEN ONLY TO THE EXTENT OF THE SPECIFIC TERMS OF SUCH DEFINITIVE AGREEMENT, EACH PARTY HEREBY WAIVES (A) ANY FIDUCIARY DUTY (WHETHER ARISING OUT OF STATUTE, COMMON LAW OR IN EQUITY) OWING TO SUCH PARTY BY THE OTHER PARTY, INCLUDING, WITHOUT LIMITATION, FIDUCIARY DUTIES ARISING OUT OF THE FORMATION OF ANY STATE LAW PARTNERSHIP BETWEEN THE PARTIES, AND (B) ANY RIGHT TO ALLEGE THE FORMATION OF A PARTNERSHIP OR OTHER JOINT VENTURE BETWEEN THE PARTIES. FURTHER, EACH PARTY HEREBY AFFIRMATIVELY COVENANTS NOT TO XXX THE OTHER PARTY ALLEGING (1) THE FORMATION OF A PARTNERSHIP OR JOINT VENTURE; OR (2) A BREACH OF A FIDUCIARY DUTY.
No Definitive Agreement. It is understood and acknowledged by the Parties that this NDA does not represent a commitment between Owner and Buyer to enter into any business transaction in relation to the Property or otherwise. No such commitment shall arise until such time, if any, that a definitive agreement evidencing such transaction is entered into by and between Owner and Buyer.
