Non-Binding Term Sheet Sample Clauses

Non-Binding Term Sheet. This term sheet summarizes the parties' intentions regarding the joint venture. This term sheet is not binding on either party.
Sample 1
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Non-Binding Term Sheet. This Term Sheet is not binding, is intended as an outline for discussion purposes only, and does not purport to summarize all of the conditions, covenants, representations, warranties, and other provisions that would be contained in definitive legal documentation for (a) the Loan Program Agreements (as amended pursuant to this Term Sheet, the “Amended Loan Program Agreements”) between Cross River Bank and Sunlight Financial LLC and (b) the First Lien Secured Term Loan Facility (as defined below) provided by Cross River Bank to Sunlight Financial LLC. Any commitment by Cross River Bank will be subject only to confirmatory due diligence. Unless otherwise defined in this Term Sheet, capitalized terms used herein shall have the meanings ascribed to them in the Existing Agreements.
Sample 1
Non-Binding Term Sheet. This Term Sheet is non-binding, for discussion purposes only and is neither an express nor implied commitment by Lender or any of its affiliates to lend or otherwise provide or assist in providing the financing described herein or any other financing, which commitment, if any, shall only be as set forth in a separate commitment letter or other applicable type of agreement but shall govern to the extent inconsistent with the terms of this section “Non-Binding Term Sheet”. Any such loan or commitment, if and when issued, will be subject to, among other things, (i) satisfactory transaction structure and documentation, (ii) Lender’s satisfaction with due diligence, including its review of third party reports and financial projections, (iii) receipt of necessary internal approvals of the Loan and (iv) other conditions customary for transactions of this type or otherwise deemed appropriate by Lender; in each case, as determined by Lender in its sole discretion. This Term Sheet does not purport to summarize all the terms, conditions, representations, warranties and other provisions with respect to the transactions referred to herein. Lender will have no legal obligation whatsoever to Borrower or Sponsor or any other person unless and until definitive loan documentation is executed by the parties. Without limiting the generality of the foregoing, Lender may withdraw this Term Sheet as a basis for discussion and elect not to make the Loan (or to revise this Term sheet) at any time, for any or no reason. IN NO EVENT SHALL LENDER OR ANY OF ITS AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION LOSS OF BUSINESS PROFITS OR OPPORTUNITY) IN CONNECTION WITH THIS TERM SHEET AND, BY ITS EXECUTION OF THIS TERM SHEET, BORROWER AND SPONSOR WAIVE ANY RIGHT TO CLAIM OR SEEK ANY SUCH DAMAGES. Notwithstanding the foregoing, from and after the execution and delivery of this Term Sheet by each of the parties hereto, the paragraphs captioned “Expenses; Indemnification”, “Confidentiality”, “Exclusivity”, “Non-Binding Term Sheet”, “Governing Law”, “No Fiduciary Duty, etc.”, “Rate Lock” and “Miscellaneous” shall be binding on each of the parties hereto.
Sample 1
Non-Binding Term Sheet. The Parties shall use their Commercially Reasonable Efforts to execute a non-binding term sheet (“Non-Binding Term Sheet”) within forty-five (45) calendar days from the date of APR’s disclosure of the data, information, and material under Section 14.5. (a), which period may be extended by mutual agreement of the Parties acting in good faith (“Negotiation Period”).
Sample 1

Related to Non-Binding Term Sheet

  • Pricing Term Sheet The Company will prepare a final pricing term sheet containing a description of the final terms of the Securities, in a form approved by the Representatives and containing the information in Schedule C hereto, and will file such term sheet pursuant to Rule 433(d) under the 1933 Act within the time period required by such rule (such term sheet, the “Pricing Term Sheet”).

  • Controlling Terms In the event of any conflict or inconsistency between the terms of this Section 5 and the terms of the Escrow Agreement, the terms of the Escrow Agreement shall govern.

  • Holders and Beneficial Owners as Parties; Binding Effect The Holders and Beneficial Owners from time to time of ADSs issued hereunder shall be parties to the Deposit Agreement and shall be bound by all of the terms and conditions hereof and of any ADR evidencing their ADSs by acceptance thereof or any beneficial interest therein.

  • Final Term Sheet The Company will prepare a final term sheet in a form approved by the Representatives, and will file such term sheet pursuant to Rule 433(d) under the Securities Act within the time required by such rule (such term sheet, the “Final Term Sheet”).

  • 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.

  • Short Sales and Confidentiality After The Date Hereof Each Purchaser severally and not jointly with the other Purchasers covenants that neither it nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any Short Sales during the period commencing at the Discussion Time and ending at the time that the transactions contemplated by this Agreement are first publicly announced as described in Section 4.6. Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company as described in Section 4.6, such Purchaser will maintain the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). Each Purchaser understands and acknowledges, severally and not jointly with any other Purchaser, that the Commission currently takes the position that coverage of short sales of shares of the Common Stock “against the box” prior to the Effective Date of the Registration Statement with the Securities is a violation of Section 5 of the Securities Act, as set forth in Item 65, Section A, of the Manual of Publicly Available Telephone Interpretations, dated July 1997, compiled by the Office of Chief Counsel, Division of Corporation Finance. Notwithstanding the foregoing, no Purchaser makes any representation, warranty or covenant hereby that it will not engage in Short Sales in the securities of the Company after the time that the transactions contemplated by this Agreement are first publicly announced as described in Section 4.6. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser's assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser's assets, the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement.

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