Not a Binding Agreement Sample Clauses

Not a Binding Agreement. This Letter of Intent does not create a binding contract and will not be enforceable, except in respect of the obligations set out in paragraphs 9, 13, 15, 16 and 17. Only the Formal Agreement, duly executed and delivered by all of the securityholders of the Target and Purchaser, will be enforceable, and it will supersede the provisions of this Letter of Intent and all other agreements and understandings between the Purchaser and the Vendors with respect to the subject matter of this Letter of Intent.
Sample 1
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Not a Binding Agreement. This Letter of Intent does not create a binding contract and will not be enforceable, except in respect of the obligations set out in paragraphs 9, 13, 14, 15, 18, 19, 21, 22, 23 and 24 (collectively, the “Binding Provisions”). The Binding Provisions will automatically terminate on March 31, 2013 and may be terminated earlier upon written notice by either party to the other party unilaterally, for any reason or no reason, with or without cause, at any time; provided, however, that the termination of the Binding Provisions will not affect the liability of a party for breach of any of the Binding Provisions prior to the termination. Upon termination of the Binding Provisions, the parties will have no further obligations hereunder, except for the obligations in paragraphs 9, 13, 14, 15, 19 and 21, which will survive any such termination.
Sample 1
Not a Binding Agreement. Save and except for the rights and obligations created under the NDA and referenced at Section 17., this HOA is not intended to and does not create legal binding obligations between the parties. The parties intend to continue discussing and developing the model(s) contemplated herein with a view to preparing and concluding the Agreement(s) and all other documents in relation thereto. The legal rights and obligations of the parties shall be only those which are set forth in the Agreement (s) when and if executed and delivered by both the parties. Notwithstanding any provision to the contrary contained in this HOA, this HOA shall not constitute an agreement to negotiate and solely constitutes an outline of the terms of negotiation. The parties each acknowledge and agree that each party is proceeding with negotiations related to the proposed transaction(s) at its sole cost and expense (which may involve substantial transaction costs) and that neither party shall have any liability for the costs and expenses of the other party. Neither the expenditure of funds nor the undertaking of actions in furtherance of the transaction contemplated by this HOA shall be considered partial performance or constitute a binding agreement, nor shall it be the basis for any reliance upon the terms of this HOA by any party. The parties agree that there shall be no recourse by either of them against the other if they do not reach agreement on the full terms and conditions for the Agreement(s) and execute and deliver the same [provided that any pursuit of a construction facility or the Stabilized Loan with the Lender by CPRX without having first entered into the Agreement(s) shall be a deemed acceptance of the terms of the Agreements as most recently proposed by KannaREIT]. The parties acknowledge that a transaction of this type involves terms and conditions which have not yet been agreed upon and that this HOA is in no way intended to be a complete or definitive statement of all the terms and conditions of the proposed transaction(s).
Sample 1

Related to Not a Binding Agreement

  • 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 Agreement This Agreement has been duly executed and delivered by Buyer and constitutes, and each other agreement, instrument, or document executed or to be executed by Buyer 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 Buyer and constitutes, or when executed and delivered will constitute, a valid and legally binding obligation of Buyer, 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.

  • 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.

  • Binding Agreement This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

  • 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.

  • 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.

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

  • 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.

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

  • Successors and Binding Agreement (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for purposes of this Agreement), but shall not otherwise be assignable or delegatable by the Company.

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