Binding LOI definition

Binding LOI means a validly executed and enforceable letter of intent between Xxxxxx and the Proposed Xxxxxx Transferee that contains binding terms and provisions addressing: (i) the description of all the rights and interests to the be transferred by Xxxxxx to Proposed Xxxxxx Transferee, (ii) the ROFR Offered Price, the deposit required from Proposed Xxxxxx Transferee and whether the transaction is subject to any seller financing, (iii) any non-customary closing prorations or apportionments, (iv) liabilities to be assumed by Proposed Xxxxxx Transferee and those to be retained by Xxxxxx, if any, (v) indemnities to be given by each of Xxxxxx and the Proposed Xxxxxx Transferee, (v) all material closing conditions, (vi) any due diligence or other contingencies, (vii) the Offer Closing Date, (viii) the survival of any representations, warranties, covenants, liabilities or obligations and any deductibles and/or caps on liability and (ix) any other material terms or conditions of the proposed transaction.
Sample 1Sample 2Sample 3
Binding LOI has the meaning set out in the preamble; “Blueberries” has the meaning set out in the preamble;
Sample 1Sample 2
Binding LOI means that Binding Term Sheet dated October 10, 2018 between MedMen and the Company.
Sample 1Sample 2

Examples of Binding LOI in a sentence

  • All capitalized terms used herein but not otherwise defined herein shall have the meaning ascribed to them in the Binding LOI.

  • To the extent of any conflict between the terms of this Amendment and the terms of the Binding LOI, the terms of this Amendment shall control.

  • Except as modified by this Amendment, the Binding LOI shall continue in full force and effect in accordance with its terms.

  • If Xxxxx does not make the ROFR Election prior to the expiration of the ROFR Election Period and the Proposed Xxxxxx Transferee is not a Xxxxxx Qualified Transferee, then Xxxxxx shall be permitted to consummate the Transfer of the ROFR Interest to the Proposed Xxxxxx Transferee identified in the First Refusal Offer only if approved in writing by Xxxxx in its sole and absolute discretion, and strictly in accordance with the terms of the Binding LOI.

  • The December 31, 2020 deadline (reached after the extension in the Third Amended LOI) in the Binding Agreement provisions of the Binding LOI is hereby extended to January 31, 2021, on a non-exclusive basis, as provided for in the Third Amendment, dated November 4, 2020 (the “Fourth Amended LOI”).

  • This Agreement supersedes any and all previous correspondence, agreements or understandings between the Parties, including the Binding LOI and the Optim LOI.

  • This Binding LOI (a) shall be governed by, and construed in accordance with, the internal laws of the State of Florida, USA, without regard to the conflicts of laws principles of such state; (b) may not be amended or terminated nor may compliance with any provision of this letter of intent be waived except pursuant to a written agreement signed by both parties; and (c) may be signed in counterparts, each of which shall constitute one and the same instrument.

  • If Xxxxx does not make the ROFR Election prior to the expiration of the ROFR Election Period and the Proposed Xxxxxx Transferee is confirmed in writing by Xxxxx as a Xxxxxx Qualified Transferee, then Xxxxxx shall be permitted to consummate the Transfer of the ROFR Interest to the Proposed Xxxxxx Transferee identified in the First Refusal Offer strictly in accordance with the terms of the Binding LOI.

  • The October 31, 2020 deadline (reached after the extension in the Second Amended LOI) in the Binding Agreement and Exclusive Dealing provisions of the Binding LOI is hereby extended to December 31, 2020 (the “Third Amended LOI”).

  • On January 16, 2013, Denison announced the signing of a Binding LOI pursuant to which Denison will acquire the Assets.


More Definitions of Binding LOI

Binding LOI. Binding LOI" shall mean the Letter of Intent between Seller and the Purchaser dated December 15, 2004.
Sample 1
Binding LOI has the meaning set out in the Recitals.
Sample 1
Binding LOI. This LOI constitutes a binding and valid agreement on the part of Landlord and Tenant.
Sample 1
Binding LOI means a binding letter of intent between CLM and Lorne Warren dated June 24, 2019 with respect to the option to acquire a 100% interest in the Foremore claims located in the Liard Mining Division in northwestern, British Columbia, which Binding LOI forms a part of the Assets;
Sample 1
Binding LOI means a binding letter of intent between Crystal Lake and Lorne Warren dated June 24, 2019, as amended on November 12, 2019 (the “Amended Binding LOI”), with respect to the option to acquire a 100% interest in the 35 mineral claims covering 14,585 ha comprising the Foremore Property located in the Liard Mining Division in northwestern, British Columbia, which Binding LOI forms a part of the Assets.
Sample 1

Related to Binding LOI

  • Initial LLC Agreement has the meaning set forth in the recitals to this Agreement.

  • Letter of Intent means the intimation by a letter / email / fax to the bidder that the tender has been accepted in accordance with provision contained in that letter. The responsibility of the contractor commences from the date of issue of this letter and all the terms and conditions of contract are applicable from this date.

  • Acceptable Confidentiality Agreement means a confidentiality agreement that contains terms that are no less favorable in the aggregate to the Company, than those contained in the Confidentiality Agreement; provided, that such agreement and any related agreements shall not include any provision calling for any exclusive right to negotiate with such party or having the effect of prohibiting the Company from satisfying its obligations under this Agreement.

  • Shareholder Agreement has the meaning set forth in the Recitals.

  • Addendum and Assignment Agreement The Addendum and Assignment Agreement, dated as of January 31, 1995, between MLCC and the Master Servicer.

  • Existing Confidentiality Agreement has the meaning set forth in Section 4.01.

  • Sponsor Letter Agreement has the meaning set forth in the recitals to this Agreement.

  • Original LLC Agreement has the meaning set forth in the Recitals.

  • letter agreement constitutes a Confirmation" as referred to in the ISDA Master Agreement specified below. The definitions and provisions contained in the 2000 ISDA Definitions, as supplemented by the Annex to the 2000 ISDA Definitions, each published by the International Swaps and Derivatives Association, Inc. (collectively, the "Definitions"), are incorporated in this Confirmation. In the event of any inconsistency between those Definitions and this Confirmation, this Confirmation will govern.

  • Shareholder Agreements has the meaning set forth in the recitals to this Agreement.

  • Existing LLC Agreement is defined in the recitals to this Agreement.

  • Member Agreement means collectively the Membership and Account Agreement and any other account information provided to you by us from time to time.

  • unanimous shareholder agreement means either: (i) a lawful written agreement among all the shareholders of the Corporation, or among all the shareholders and one or more persons who are not shareholders; or (ii) a written declaration of the registered owner of all of the issued shares of the Corporation; in each case, that restricts, in whole or in part, the powers of the directors to manage, or supervise the management of the business and affairs of the Corporation, as from time to time amended.

  • Termination Agreement has the meaning set forth in the Recitals.

  • Confidentiality Agreement has the meaning set forth in Section 6.3.

  • Admission Agreement An admission agreement in the form available on the Civil Service Pensions website immediately prior to the Relevant Transfer Date to be entered into by the Supplier where it agrees to participate in the Schemes in respect of the Services;

  • Confidentiality Agreements shall have the meaning set forth in Section 6.7 hereof.

  • this Agreement and references thereto shall mean this Agreement as it may from time to time be amended or supplemented.

  • Voting Agreement has the meaning set forth in the Recitals.

  • Agreement and Plan of Merger has the meaning set forth in the first recital above.

  • Representation Agreement means the written agreement between a money transfer service provider and a representative of the money transfer service provider that states the terms on which the representative offers the money transfer service within Australia;

  • Rollover Agreement has the meaning set forth in the Recitals.

  • Letter of Intent (LOI means an intimation by a letter to Bidder that their Tender has been accepted in accordance with the provisions contained in the letter and hence to take preparatory steps and compliance of formalities to commence the work from the date desired by Owner.

  • Previous Agreement has the meaning set forth in the Recitals.

  • Settlement Agreement means this agreement.

  • Hire Agreement means every agreement between Access and the Hirer for the hire of Equipment (whether signed or not) including a Hire Docket, all of which will be deemed to include: