Proposed Terms. The obligations of the parties to consummate the proposed transaction shall be subject in all respects to the negotiation, execution and delivery of a definitive agreement approved by the boards of directors of Schlumberger and Convergent and the satisfaction of the conditions contained in the definitive agreement.
Proposed Terms. 8 1.92 Q1, Q2, Q3 and Q4..............................................8 1.93 Registration...................................................8 1.94
Proposed Terms. We and you acknowledge that the Summary of Proposed Terms attached as Exhibit B to the March Side Letter is intended to be non-binding. In the interests of conforming a Potential ADA and Franchise Agreements executed thereunder to other agreements in Mexico or for other reasons either of us may, in good faith, propose different terms. You acknowledge that a Potential ADA may contain certain minimum holding period restrictions, and that we may request that your affiliates update the legal terms (but not the continuing fees) of their existing franchise agreements with us to conform with our then-current form of Franchise Agreement in Mexico in connection with signing a Potential ADA.
Proposed Terms. A Term Sheet (the "Term Sheet") summarizing the material terms of the Purchase is attached as Exhibit A. It is the intent of the parties that the terms, provisions and conditions contained in this letter and the Term Sheet shall constitute a binding agreement with respect to the Purchase, but the obligations of Buyer to consummate the Purchase shall be subject to (i) the negotiation, execution and delivery of a definitive agreement, containing terms, conditions and other provisions that are customary for transactions similar to the Purchase and are not inconsistent with this letter and the Term Sheet, (ii) the satisfaction of the conditions to be contained in the definitive agreement, and (iii) the delivery to Buyer of a written opinion letter of Xxxx and Xxxx LLP and/or Xxxxxxxx, Xxxxxx and Finger LLP, as counsel for Seller, dated the closing date of the Purchase, which opinion shall be satisfactory to Buyer, as determined by Buyer in good faith after consultation with its counsel, both in form and substance in all respects. Your chief executive officer has represented orally to us (and we are relying on such representation) that your Board of Directors has approved the Purchase and other transactions contemplated by this agreement (including the Term Sheet) substantially on the terms and conditions set forth in the agreement (including the Term Sheet). The parties agree to negotiate in good faith the terms, conditions and provisions of, and to execute and deliver the definitive agreement. The obligations of Buyer and Seller pursuant to (i) Section 3 below shall also be binding and (ii) Section 4 below shall also be binding and continue in force and effect from the date hereof through October 16, 2002.
Proposed Terms. 8 1.92 Q1, Q2, Q3 AND Q4................................................8 1.93 REGISTRATION.....................................................8 1.94 REGISTRATION APPLICATION.........................................8 1.95 REGISTRATIONAL STUDIES...........................................8 1.96
Proposed Terms. Attached as Exhibit A is a Term Sheet for the Transaction. The Term Sheet summarizes the current status of the agreement between XXXXX and Xxxx with respect to the Transaction. Although the parties hereby agree that they will proceed with the Transaction on the terms set forth in the Term Sheet, the terms contained in the Term Sheet are subject to change based upon new information regarding tax or other issues discovered in the course of the parties' respective due diligence review. The obligations of the parties to consummate the Transaction will be subject in all respects to the satisfaction of the conditions precedent contained herein.
Proposed Terms. If the Offered Assets are not so transferred within said 12 month period, or if there is any material change in the Proposed Purchaser, the Proposed Price or the Proposed Terms, then the assets of the Hospital Business and the Real Property shall again be subject to the provisions of Paragraph 13.17(a).
Proposed Terms. Extend the Lease for the Equipment effective January 1, 1998. The new monthly payment is $139,895.00 to be paid in advance for 45 months. At end of lease extension, equipment will have a fair market value cap not to exceed 20% of original equipment cost. OPTION #2
Proposed Terms. Extend the Lease for the Equipment effective January 1, 1998. The new monthly payment is $122,189.00 to be paid in advance for 57 months. At end of lease extension, equipment will have a fair market value cap not to exceed 10.5% of original equipment cost. EQUIPMENT DESCRIPTION: Various Pharmaceutical Manufacturing Equipment This proposal is subject to: i) Lessee being current on any and all amounts payable under the Lease through December 31, 1997; ii) Lessee being liable for any and all taxes applicable to the proposed transaction; and iii) all other terms and conditions of the Lease to remain the same. 2 Please indicate your acceptance of this proposal by signing below and returning this document to my attention on or before December 19, 1997. Please call me if you have any questions. Very truly yours, COMDISCO, INC. ACCEPTED AND AGREED: /s/ ALAN XXXXXXXXX Option # 2 Alan Xxxxxxxxx By: /s/ MICHXXX X. XXXX Xxxtfolio Manager ----------------------------- Title: VP and CFO --------------------------
Proposed Terms. Attached as Exhibit A is a Preliminary Term Sheet with respect to the Transaction. Although it is the intent of the parties that their discussions initially proceed based on the Preliminary Term Sheet, the terms contained in the Preliminary Term Sheet are not binding on the parties, are subject to change based upon due diligence results and other factors, and are not intended to create rights in favor of the parties with respect to the Transaction or otherwise. The obligations of the parties to consummate the Transaction shall be subject in all respects to the negotiation, execution and delivery of a definitive agreement approved by the boards of directors of KeyStone and Brekford and the satisfaction of the conditions contained in the definitive agreement. Neither KeyStone nor Brekford shall have any liability to the other if either or both of them shall refuse or fail for any reason to enter into any such definitive agreement. However, the obligations of Xxxxxxxx and XxxXxxxx set forth in Section 2 of this letter and in Exhibit A under the heading “Other Considerations” are intended to be binding and enforceable obligations of Brekford and KeyStone as set forth herein and therein, and will continue in force until the Expiration Date (as defined below). 00000 Xxxxxxxxxx Xxxxx Xxxxx ◆ Suite 200 ◆ Chantilly, VA 20151
