Sole Transaction Clause Samples

The Sole Transaction clause establishes that the agreement pertains exclusively to a single, specified transaction between the parties. In practice, this means that the rights, obligations, and terms outlined in the contract apply only to the particular deal described, and do not extend to any other past, present, or future transactions between the same parties. This clause serves to limit the scope of the agreement, ensuring that neither party can claim that the contract governs additional dealings, thereby preventing misunderstandings or disputes about the applicability of the contract to other transactions.
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Sole Transaction. Notwithstanding anything else in this Agreement to the contrary, the Transaction contemplated by this Confirmation between the parties hereto and dated as of the date hereof is and will be the only Transaction governed by this Confirmation.
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Sole Transaction. The Parties agree that all actions, deliveries, executions, productions and transactions constituting Closing (with particular but not exclusive reference to the execution of the Deed of Transfer) under the above Section 4.2 shall, for the purposes of this Agreement (i) be regarded as one single transaction so that, at the option of the Party having an interest in the carrying out of the specific action or transaction, no action or transaction shall be deemed to have taken place unless and until all other actions and transactions constituting Closing shall have taken place as provided in this Agreement; and (ii) be regarded as the mere execution of the obligations of the Parties contained in this Agreement and shall not entail any novation or modification to any of the provisions contained in this Agreement, which shall prevail in any case of conflict or inconsistency or discrepancy with any provisions contained in any document executed and exchanged or delivered by each Party at Closing.
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Sole Transaction. Notwithstanding any other provision of this Agreement, this Agreement shall govern only one Transaction (the "Sole Transaction"). A copy of the form of Confirmation for the Sole Transaction is attached hereto as Exhibit A. ISOLATION OF SOLE TRANSACTION. Notwithstanding Section 6, any designation of an Early Termination Date in respect of the Sole Transaction shall apply only to the Sole Transaction. ACCURACY OF SPECIFIED INFORMATION. Section 3(d) is hereby amended by adding in the third line thereof after the word "respect" and before the period, the phrase "or, in the case of audited or unaudited financial statements, a fair presentation of the financial condition of the relevant person." ADDITIONAL REPRESENTATIONS. The parties agree to amend Section 3 by adding new Sections 3(g), (h), (i) and (j) as follows:
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Sole Transaction. Notwithstanding any other provision of this Agreement, this Agreement shall govern only one Transaction (the "Sole Transaction"). A copy of the form of Confirmation for the Sole Transaction is attached hereto as Exhibit A.
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Sole Transaction. Notwithstanding anything else in this Agreement to the contrary, the Transaction contemplated by the Confirmation (Reference: 223318N) between the parties hereto and dated as of the date hereof are and will be the only Transaction governed by this Agreement (the "Sole Transaction").
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Sole Transaction. For purposes of Section 1(c) of the Agreement, this Transaction shall be the sole Transaction under the Agreement.
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Sole Transaction. Notwithstanding anything else in this Agreement to the contrary, only one Transaction shall be governed by this Agreement, which shall be a fully paid transaction, where Party B is the party which has fully paid its obligations with respect to such Transaction (a "Party B Fully Paid Transaction"). No other Transaction may be executed under this Agreement without the prior written consent of MBIA Insurance Corporation ("MBIA").
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Related to Sole Transaction

  • Permitted Transactions The Member is free to engage in any activity on its own or by the means of any entity. The Member’s fiduciary duty of loyalty, as it applies to outside business activities and opportunities, and the “corporate opportunity doctrine,” as such doctrine may be described under general corporation law, is hereby eliminated to the maximum extent allowed by the Act.

  • Acquisition Transactions The Company shall provide the holder of this Warrant with at least twenty (20) days’ written notice prior to closing thereof of the terms and conditions of any of the following transactions (to the extent the Company has notice thereof): (i) the sale, lease, exchange, conveyance or other disposition of all or substantially all of the Company’s property or business, or (ii) its merger into or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company), or any transaction (including a merger or other reorganization) or series of related transactions, in which more than 50% of the voting power of the Company is disposed of.

  • Exempt Transaction Subject to the accuracy of the Warrantholder's representations in Section 10 hereof, the issuance of the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

  • Exempt Transactions The following transactions shall be exempt from the provisions of this Section 4: (1) any transfer of Shares to or for the benefit of any spouse, child or grandchild of the Participant, or to a trust for their benefit; (2) any transfer pursuant to an effective registration statement filed by the Company under the Securities Act of 1933, as amended (the “Securities Act”); and (3) the sale of all or substantially all of the outstanding shares of capital stock of the Company (including pursuant to a merger or consolidation); provided, however, that in the case of a transfer pursuant to clause (1) above, such Shares shall remain subject to the right of first refusal set forth in this Section 4.

  • Alternative Transaction In the event that, in lieu of the Arrangement, the Purchaser seeks to complete the acquisition of the Company Shares other than as contemplated by the Arrangement Agreement on a basis that (a) provides for economic terms which, in relation to the Shareholder, on an after-tax basis, are at least equivalent to or better than those contemplated by the Arrangement Agreement taking into account the Intended Tax Treatment, (b) would not likely result in a delay or time to completion beyond the Voting Support Outside Date, and (c) is otherwise on terms and conditions not materially more onerous on the Shareholder than the Arrangement (including any take-over bid) any such transaction, an “Alternative Transaction”), then during the term of this Agreement the Shareholder may, on its own accord, and shall, upon written request of the Purchaser, support the completion of such Alternative Transaction in the same manner as the Arrangement in accordance with the terms and conditions of this Agreement mutatis mutandis, including by (A) depositing or causing the deposit of its Subject Shares (including any Company Shares issued or issuable upon the exercise, conversion or vesting, as applicable, of any Company Options, Company Compensation Options or Company RSUs) into an Alternative Transaction conducted by way of a take-over bid made by the Purchaser or an affiliate of Purchaser and not withdrawing them; and/or (B) voting or causing to be voted all of the Subject Shares (to the extent that they carry the right to vote) in favour of, and not dissenting from, such Alternative Transaction proposed by the Purchaser, provided however that the Shareholder shall not be required to exercise, convert or exchange any Subject Shares (other than Company Shares) in connection with an Alternative Transaction.