Non-Binding Intent Sample Clauses

Non-Binding Intent. This letter is not intended to, and does not, constitute a complete statement of, or a legally binding or enforceable agreement or commitment on the part of Seller or Buyer with respect to, the matters described herein and Seller and Buyer agree not to assert any argument to the contrary. Any such agreement would arise only as a result of the negotiation, execution and delivery of a formal definitive written agreement containing terms and conditions satisfactory to each of Seller and Buyer. The parties specifically covenant and agree that no person shall bring any claim against any other person based upon this Letter as a result of a failure to agree on or enter into a Definitive Agreement, or for any other reason related to the Acquisition, other than pursuant to the aforementioned Definitive Agreement if one is executed and delivered or pursuant to breach of any of the binding provisions set forth below. The foregoing shall not affect the provisions of Paragraph 4 and this Paragraph 5 which are intended to be binding in accordance with their respective terms. Please sign and date this Letter in the space(s) provided below to confirm our mutual understandings and agreements as set forth in this Letter and return a signed copy to the undersigned. An executed telecopy of acceptance must be received by that time, whereupon this Letter shall be deemed executed and delivered by both of us. Very truly yours, LYNX GOLF, INC. By: /s/ Xxxxxxxxxxx X. Xxxxxxx ------------------------------- Name: Xxxxxxxxxxx X. Xxxxxxx Title: Responsible Natural Person AGREED TO AND ACKNOWLEDGED this August 31, 1998 by: TEARDROP GOLF COMPANY By: /s/ Xxxx X. Xxxxxxx ------------------------------- Name: Xxxx X. Xxxxxxx Title: Chairman and CEO EXHIBIT A OVERBID PROCEDURES Capitalized terms used herein without definition shall have the meanings assigned to them in the Letter.
Sample 1
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Non-Binding Intent. This Letter of Intent is not binding on the parties and does not contain all of the material terms of a possible transaction. The transaction contemplated by this Letter of Intent is subject to executing a mutually acceptable Purchase Agreement, containing the terms and provisions outlined herein and such other terms and provisions as shall be mutually agreed upon.
Sample 1
Non-Binding Intent. 1This Term Sheet summarizes the current status of the discussions and provides a framework for negotiating a definitive agreement between SRI, NS and MIT with respect to the Proposed Transaction (the “Agreement”).
Sample 1

Related to Non-Binding Intent

  • Power; Binding Agreement Stockholder has the legal capacity, power and authority to enter into and perform all of its obligations under this Agreement. The execution, delivery and performance of this Agreement by Stockholder will not violate any agreement or any court order to which Stockholder is a party or is subject including, without limitation, any voting agreement or voting trust. This Agreement has been duly and validly executed and delivered by Stockholder.

  • Non-Binding Unless expressly authorised in writing by the Group-Wide Lenders and then on such terms and conditions as the Group-Wide Lenders may require, the Steering Committee shall not negotiate the terms of or enter into any agreement on behalf of the Group-Wide Lenders of any of them. This Clause 19 and Clause 14.4 may be relied upon by any member of the Steering Committee notwithstanding the provisions of Clause 17.11.

  • AGREEMENT BINDING UPON THE PARTIES This Agreement shall bind the Insured and the Bank, their heirs, successors, personal representatives and assigns.

  • Agreement Binding on Successors This Agreement will be binding upon, and inure to the benefit of, the successors of each of the Parties.

  • Valid and Binding Agreement This Agreement has been duly executed and delivered by Seller and constitutes, and each other agreement, instrument, or document executed or to be executed by Seller in connection with the transactions contemplated hereby to which it is a party has been, or when executed will be, duly executed and delivered by Seller and constitutes, or when executed and delivered will constitute, a valid and legally binding obligation of Seller, enforceable against it in accordance with their respective terms, except that such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and (b) equitable principles which may limit the availability of certain equitable remedies (such as specific performance) in certain instances.

  • Successors; Binding Agreement This Agreement shall inure to the benefit of and be binding upon personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

  • Authority; Binding Agreement (a) The Company hereby represents that this Agreement and the performance by the Company of its obligations hereunder (i) has been duly authorized, executed and delivered by the Company, and is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, (ii) does not require the approval of the stockholders of the Company and (iii) does not and will not violate any law, any order of any court or other agency of government, the charter of the Company or the By-laws of the Company, or any stock exchange rule or regulation, or any provision of any indenture, agreement or other instrument to which the Company or any of its properties or assets is or are bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of, or give rise to, any lien, charge, restriction, claim, encumbrance or adverse penalty of any nature whatsoever pursuant to any such indenture, agreement or other instrument. (b) Each member of the Gilead Group represents and warrants that this Agreement and the performance by such member of the Gilead Group of its obligations hereunder (i) has been duly authorized, executed and delivered by the Gilead Group and such member, and is a valid and binding obligation of such member, enforceable against such member in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, (ii) does not require approval by any owners or holders of any equity interest in any member of the Gilead Group (except as has already been obtained) and (iii) does not and will not violate any law, any order of any court or other agency of government, the charter or other organizational documents of any member of the Gilead Group, as amended, or any provision of any agreement or other instrument to which any member of the Gilead Group or any of its properties or assets is bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such agreement or other instrument, or result in the creation or imposition of, or give rise to, any lien, charge, restriction, claim, encumbrance or adverse penalty of any nature whatsoever pursuant to any such agreement or instrument.

  • Execution and Binding Obligation This Agreement has been duly executed and delivered by the Purchaser, and constitutes a legal, valid and binding agreement of the Purchaser enforceable against it in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other Law affecting the enforcement of creditors’ rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.

  • Valid and Binding Agreements The Pass Through Trustee Agreements and the Operative Agreements to which it is a party have been duly authorized, executed and delivered by WTC and, assuming the due authorization, execution and delivery by the other party or parties thereto, constitute the legal, valid and binding obligations of WTC, in its individual capacity or as Mortgagee, a Pass Through Trustee or Subordination Agent, as the case may be, and are enforceable against WTC, in its individual capacity or as Mortgagee, a Pass Through Trustee or Subordination Agent, as the case may be, in accordance with the respective terms thereof, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other similar Laws affecting the rights of creditors generally and general principles of equity, whether considered in a proceeding at law or in equity.

  • Agreement Binding This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties hereto.

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