Pending Discussions Sample Clauses

Pending Discussions. The Credit Parties, the Agent and the Lenders may, from time to time, engage in negotiations concerning the Obligations, which may be lengthy and complex. The Agent and the Lenders shall not have any obligation to modify, amend and/or restructure the Obligations or any of the Loan Documents in connection with the negotiations or otherwise. Each of the Agent and the Lenders may terminate the negotiations at any time, in their sole and absolute discretion, with or without notice, and without liability of any kind. Unless a final, definitive written agreement (which shall be subject to the Lenders having obtained all necessary internal approvals) is executed and delivered by all of the parties, none of the Lenders, the Agent and the Credit Parties shall have any obligation or liability by virtue of the commencement, prosecution or termination of negotiations concerning the Obligations and/or the Loan Documents. None of the Agent and the Lenders shall be deemed to have waived any rights or shall incur any liability by negotiation or the passage of time associated therewith unless and until a written agreement as described in the preceding sentence is executed and delivered by the Credit Parties, the Lenders and the Agent. The Credit Parties hereby consent to the Agent and the Lenders (and their affiliates, corporate parents and related corporate divisions) meeting directly with any third party, including potential lenders or investors, regarding a refinancing of the Borrower's Indebtedness or a sale or assignment of the Loans and entering into negotiations with any such third party concerning the Loan Documents and the Obligations. The Credit Parties, the Lenders or the Agent may prepare or cause to be prepared term sheets or memoranda outlining or describing their discussions and/or proposals made in connection with any such discussions. None of the preparation, distribution, response to or failure to respond to any such document shall constitute an agreement or the basis on which any party may claim reliance on any agreement unless and until such agreement is executed and delivered (subject to the Lenders having obtained all necessary internal approvals) by the parties hereto.
Sample 1
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Related to Pending Discussions

  • Existing Discussions The Company agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. The Company agrees that it will take the necessary steps to promptly inform the Persons referred to in the first sentence hereof of the obligations undertaken in this Section 6.2. The Company also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of acquiring it or any of its Subsidiaries to return all confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries.

  • No Existing Discussions As of the date hereof, the Company is not engaged, directly or indirectly, in any discussions or negotiations with any other party with respect to an Acquisition Proposal.

  • Cessation of Ongoing Discussions The Company shall, and shall direct its Representatives to, cease immediately all discussions and negotiations that commenced prior to the date of this Agreement regarding any proposal that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal.

  • Settlement Discussions This Agreement is part of a proposed settlement of matters that could otherwise be the subject of litigation among the Parties hereto. Nothing herein shall be deemed an admission of any kind. Pursuant to Federal Rule of Evidence 408 and any applicable state rules of evidence, this Agreement and all negotiations relating thereto shall not be admissible into evidence in any proceeding other than to prove the existence of this Agreement or in a proceeding to enforce the terms of this Agreement.

  • Transactions Affecting Disclosure to Finra 2.18.1. To the Company’s knowledge, all information contained in the questionnaires (the “FINRA Questionnaires”) completed by each of the Respondents and provided to the Representative, as such FINRA Questionnaires may have been updated from time to time and confirmed by each of the Respondents, is true and correct in all material respects and the Company has not become aware of any information which would cause the information disclosed in the FINRA Questionnaires to become inaccurate and incorrect.

  • Disclosures and Announcements Both the timing and the content of all disclosures to third parties and public announcements concerning the transactions provided for in this Agreement by either Sellers or Purchaser shall be subject to the approval of the other in all essential respects, except that the Sellers' approval shall not be required as to any announcements or filings Purchaser may be required to make under applicable laws or regulations.

  • No Other Discussions Seller, Corporation and their respective Affiliates, employees, agents and representatives will not (i) initiate, encourage the initiation by others of or entertain discussions or negotiations with third parties or respond to solicitations by third persons relating to any merger, sale or other disposition of any substantial part of the assets, the Business or the properties of Corporation (whether by merger, consolidation, sale of stock, sale of assets, or otherwise), or (ii) enter into any agreement or commitment (whether or not binding) with respect to any of the foregoing transactions. Seller will immediately notify Purchaser if any third party attempts to initiate any solicitation, discussion or negotiation with respect to any of the foregoing transactions.

  • Press Releases and Public Announcements No Party shall issue any press release or make any public announcement relating to the subject matter of this Agreement without the prior written approval of the other Party; provided, however, that any Party may make any public disclosure it believes in good faith is required by applicable law or any listing or trading agreement concerning its publicly-traded securities (in which case the disclosing Party will use its reasonable best efforts to advise the other Party prior to making the disclosure).

  • Press Releases and Announcements No Party shall issue any press release or public announcement relating to the subject matter of this Agreement without the prior written approval of the other Parties; provided, however, that any Party may make any public disclosure it believes in good faith is required by applicable law, regulation or stock market rule (in which case the disclosing Party shall use reasonable efforts to advise the other Parties and provide them with a copy of the proposed disclosure prior to making the disclosure).

  • Prospectus Revisions -- Audited Financial Information Except as otherwise provided in subsection (m) of this Section 4, on or prior to the date on which there shall be released to the general public financial information included in or derived from the audited financial statements of the Company for the preceding fiscal year, the Company shall cause the Registration Statement and the Prospectus to be amended, whether by the filing of documents pursuant to the 1934 Act, the 1933 Act or otherwise, to include or incorporate by reference such audited financial statements and the report or reports, and consent or consents to such inclusion or incorporation by reference, of the independent accountants with respect thereto, as well as such other information and explanations as shall be necessary for an understanding of such financial statements or as shall be required by the 1933 Act or the 1933 Act Regulations.

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