Non-Binding Letter of Intent Sample Clauses

Non-Binding Letter of Intent. Other than with respect to subsection 2 above, the matters set forth in this Letter of Intent constitute an expression of our mutual intention only and do not constitute a binding agreement among the parties with respect to the transaction. Any such binding agreement would only arise as a result of the negotiation, execution and delivery of a written Purchase and Sale Agreement as contemplated hereby having terms and conditions satisfactory to the parties to such agreement. No party hereto may bring any claim or action against any other party hereto as a result of a failure to agree on or enter into any definitive agreement as contemplated herein.
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Non-Binding Letter of Intent. This letter is not intended as a contract, but merely as a statement of the intentions and undertaking of the parties except as set forth in Paragraph 9, the terms hereof and the transaction will be binding upon the parties only in accordance with the terms contained in the Joint Venture Agreement, if, as, and when such Joint Venture Agreement has been duly authorized and executed by the parties. If the foregoing terms are acceptable to you, please so indicate by signing and dating the enclosed copy of this letter and return it to the undersigned. Very truly yours, AMA FUNDING CORPORATION By: /s/ Xxxxx X. Xxxxx ---------------------------- Name: Xxxxx X. Xxxxx Title: Vice President THE CAREPLEX GROUP, INC. By: /s/ Xxxxx X. Xxxxx ---------------------------- Name: Xxxxx X. Xxxxx Title: General Counsel/ Executive VP AGREED: NETWEST DEVELOPMENT CORPORATION By: /s/ Xxxxxxxxx X. Xxxx ---------------------------- Name: Xxxxxxxxx X. Xxxx Title: President Date: December 11, 1995 [LETTERHEAD OF CAREPLEX] XXX XXXXXXXX Xxxx 00, 0000 Xx. Xxxxxxxxx X. Kuhn President Netwest Development Corporation 0000 Xxxx Xxxxxxxx Xxxxxxxxx Xxxxx 000 Xxxxxx, XX 00000 RE: Care/Matrix/Amber Lights - Tucson, Arizona Dear Xxxxx: Reference is hereby made to that certain Letter of Intent dated December 18, 1996 by and between Netwest Development Corporation ("Netwest") and AMA Funding Corporation ("AMA") related to the above-referenced project, as amended (the "LOI"). Reference is further made to Paragraph 1 of the LOI with respect to the Joint Venture Agreement. This letter shall confirm that the Joint Venture Agreement Date has been extended to August 30, 1996. In addition, reference is further made to Paragraph 8 of the LOI with respect to Access and due Diligence. This letter shall confirm that the Access and Due Diligence Date is hereby extended to August 30, 1996. This letter shall also confirm that Care Matrix has funded $65,894.12 to cover the initial architectural/engineering and due diligence related expenses for the project. Prior to additional funding and prior to the execution of the Joint Venture Agreements Care Matrix and Netwest shall agree to a mutually acceptable preliminary development budget and pre-construction drawn down schedule for future disbursements by July 31, 1996. If the foregoing change is acceptable to you, please acknowledge your acceptance by signing below and returning a copy to me. Except as modified hereby, all other terms and provisions of the LOI shal...
Non-Binding Letter of Intent. Except for Sections 5, 6, 12, 13, 14, 16, 19, 20 and 21 hereof, this letter is an expression of interest only and is not intended to be a binding letter of intent, and the general principles set forth in this letter shall not constitute an agreement to consummate the Business Combination described herein. The parties will proceed to use their best efforts to negotiate the terms of and enter into the Agreement. This letter of intent is not an agreement to enter into any definitive agreement.
Non-Binding Letter of Intent. Except for Sections 6, 7, 8 and 9 hereof, this letter is an expression of interest only and is not intended to be a binding letter of intent, and the general principles set forth in this letter shall not constitute an agreement to consummate the transaction described herein. Upon the satisfactory completion of the due diligence investigation by each of the parties hereto as described in Section 6 hereof which confirms each party's intent to consummate the transaction for the purchase price described in Section 2 hereof, the parties will proceed to use their best efforts to negotiate the definitive terms of this transaction and enter into a formal and binding agreement (the "AGREEMENT") which sets forth such representations, warranties, covenants, indemnifications and other provisions as are acceptable to the parties in their sole discretion. This letter of intent is not an agreement to enter into any definitive agreement.
Non-Binding Letter of Intent. Except for Sections 6, 8, 10, 11, 12, 13, 14, 15 and 17 hereof, this letter is an expression of interest only and is not intended to be a binding letter of intent, and the general principles set forth in this letter shall not constitute an agreement to consummate the transaction described herein. Upon the satisfactory completion of the due diligence investigation described in Section 10 hereof to Buyer's sole satisfaction and which confirms the Buyer's intent to consummate the transaction for the purchase price described in Section 1 hereof, the parties will proceed to use their best efforts to negotiate the definitive terms of this transaction and enter into a formal and binding agreement (the "Agreement") which would set forth such representations, warranties, covenants, indemnifications and other provisions as are acceptable to the parties in their sole discretion. This letter of intent is not an agreement to enter into any definitive agreement.
Non-Binding Letter of Intent. THIS NON-BINDING LETTER OF INTENT (the “Agreement”) entered into October [__], 2021 sets forth certain non-binding understandings and certain binding covenants with respect to the possible purchase of the ownership interests in certain entities Mango Tell LLC, owned by Xxxx Holdings, LLC, a New York limited liability company located at 0000 Xxxxxxx Xxxxxx, Xxxxxxx, Xxx Xxxx 00000 and SDI Black 011, LLC, a New York limited liability company located at 0000 Xxxxxxx Xxxxxx, Xxxxxxx, Xxx Xxxx 00000 ( hereinafter collectively “Seller”) by Cuentas, Inc., a Florida corporation located at 000 Xxxxxxx Xxxx, Xxxxx 000, Xxxxx Xxxxx, Xxxxxxx 00000 (“Buyer”).
Non-Binding Letter of Intent. 11.1 Except for this paragraph 11, and paragraphs 5, 6, 7, 8 and 9 which are intended and expressly agreed by the Parties to be binding on the Parties, this LOI is not intended to otherwise create legal obligations between the Parties. The Parties intend to continue negotiations with a view to preparing and concluding the Purchase Agreement and the Transaction.
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Non-Binding Letter of Intent. The Board of Directors of the Company wishes to further announce that the Company had on 17 May 2017 entered into a non-binding letter of intent (“LOI”) with Grand Harvest Resource Holdings Limited (“Vendor”) and Xxxx Xxx. Pursuant to the LOI, the parties intends to explore for the Vendor to grant to the Company a call option to acquire up to 65% of the equity interest in ZP (the “Call Option”) and in the event the Company decides to exercise the Call Option, the Company will consider the option of satisfying the exercise price by issuing such number of ordinary shares in the share capital of the Company at an issue price to be agreed and determined by the parties. This is in line with the Company’s intention to consider future investment in ZP as announced by the Company in the Announcement. The parties intend to engage in further negotiations on the terms of the transactions with a view to entering into a definitive agreement. Meanwhile, the Company has performed preliminary due diligence and evaluation on the potential of ZP and its business in the growing green energy industry in the People’s Republic of China and will continue to explore the feasibility of the potential acquisition and to monitor ZP’s financial results.
Non-Binding Letter of Intent. This Letter of Intent, while setting forth the interests of the parties with respect to the Proposed Transaction, is not intended to and shall not (save and except for sections 4, 5, 6, 7, 8, 9 and 10 hereof) constitute a legally binding agreement between Xxxxx and MediaXP. Any obligations of Xxxxx or MediaXP with respect to the subject matter of this Letter of Intent (other than with respect to sections 4, 5, 6, 7, 8, 9 and 10 hereof) shall be conditional upon the execution and delivery of the Definitive Agreement on terms and conditions satisfactory to each, in their respective sole discretion. For greater certainty, sections 4, 5, 6, 7, 8, 9 and 10 hereof shall constitute legally binding agreements between the parties with respect to the subject matter of those provisions.

Related to Non-Binding Letter of Intent

  • EFFECTIVE AND BINDING AGREEMENT Rehab and OIG agree as follows: A. This CIA shall become final and binding on the date the final signature is obtained on the CIA. B. This CIA constitutes the complete agreement between the parties and may not be amended except by written consent of the parties to this CIA. C. OIG may agree to a suspension of Rehab’s obligations under this CIA based on a certification by Rehab that it is no longer providing health care items or services that will be billed to any Federal health care program and that it does not have any ownership or control interest, as defined in 42 U.S.C. §1320a-3, in any entity that bills any Federal health care program. If Rehab is relieved of its CIA obligations, Rehab will be required to notify OIG in writing at least 30 days in advance if Rehab plans to resume providing health care items or services that are billed to any Federal health care program or to obtain an ownership or control interest in any entity that bills any Federal health care program. At such time, OIG shall evaluate whether the CIA will be reactivated or modified. D. The undersigned Rehab signatories represent and warrant that they are authorized to execute this CIA. The undersigned OIG signatories represent that they are signing this CIA in their official capacities and that they are authorized to execute this CIA. E. This CIA may be executed in counterparts, each of which constitutes an original and all of which constitute one and the same CIA. Facsimiles of signatures shall constitute acceptable, binding signatures for purposes of this CIA. /Xxxxxxx XxXxxxxx/ 5/11/15 XXXXXXX XXXXXXXX DATE Rehab Medical /Xxxxxxx Xxxxxxx, XX/ 5/12/15 XXXXXXX XXXXXXX, XX. DATE Xxxxx Xxxxx LLP /Xxxxxx X. XxXxxxx/ 5/15/15 XXXXXX X. XXXXXXX DATE Assistant Inspector General for Legal Affairs Office of Inspector General U. S. Department of Health and Human Services /Xxxxxx X. Xxxxx/ 5-12-2015 XXXXXX X. XXXXX DATE Senior Counsel Office of Counsel to the Inspector General U. S. Department of Health and Human Services This Appendix contains the requirements relating to the Independent Review Organization (IRO) required by Section III.D of the CIA.

  • 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.

  • 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.

  • 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.

  • 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.

  • Assignment; Binding Agreement Neither this Agreement nor any right or obligation hereunder shall be assignable by any party without the prior written consent of the other parties hereto. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective legal representatives, successors and assigns.

  • Authorization; Binding Agreement The Company has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Company Stockholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which the Company is or is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the Company’s board of directors in accordance with the Company’s Organizational Documents, the DGCL, any other applicable Law or any Contract to which the Company or any of its stockholders is a party or by which it or its securities are bound and (b) other than the Required Company Stockholder Approval, no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Company is or is required to be a party shall be when delivered, duly and validly executed and delivered by the Company and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions. The Company’s board of directors, by resolutions duly adopted at a meeting duly called and held (i) determined that this Agreement and the Merger and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the Company, its Subsidiaries and its stockholders, (ii) approved this Agreement and the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL, (iii) directed that this Agreement be submitted to the Company’s stockholders for adoption and (iv) resolved to recommend that the Company stockholders adopt this Agreement.

  • Binding Agreements This Agreement and the other Financing Documents executed and delivered by the Borrowers have been properly executed and delivered and constitute the valid and legally binding obligations of the Borrowers and are fully enforceable against each of the Borrowers in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties, and general principles of equity regardless of whether applied in a proceeding in equity or at law.

  • Successors; Binding Agreement, Assignment (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business of the Company, by agreement to expressly, absolutely and unconditionally assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such agreement prior to the effectiveness of any such succession shall be a material breach of this Agreement and shall entitle the Executive to terminate the Executive’s employment with the Company or such successor for Good Reason immediately prior to or at any time after such succession. Upon and following the assumption of this Agreement by a successor, “Company,” as used in this Agreement, shall mean (i) the Company (as defined above), and (ii) any successor to all the stock of the Company or to all or substantially all of the Company’s business or assets which executes and delivers an agreement provided for in this Section 13(a) or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law, including any parent or subsidiary of such a successor. (b) This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributes, devisees and legatees. If the Executive should die while any amount would be payable to the Executive hereunder if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive’s estate or designated beneficiary. Neither this Agreement nor any right arising hereunder may be assigned or pledged by the Executive.

  • Binding Agreement; Assignment This Agreement shall inure to the benefit of, be binding upon, and be enforceable by the Company and its successors and assigns. The Participant shall not assign (except in accordance with Section 6 hereof) any part of this Agreement without the prior express written consent of the Company.

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