Non-Binding Term Sheet definition

Non-Binding Term Sheet. The information contained in this term sheet is intended for discussion purposes only and does not contain an exhaustive list of all principal terms of the offering, and nothing contained herein creates any liability or any obligation on the part of the Company, the Purchasing Investors or the Existing Shareholders. Any agreement between the parties will become binding at such time, if any, as the transaction documents, satisfactory in form and substance to the parties, are executed and delivered by the parties and accepted by the Company. Agreed and accepted this day of July, 2011. By: By: Name: Name: By: By: Name: Name: By: Name: ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇ INVESTORS LISTED ON SCHEDULE A HERETO Ladies and Gentlemen: We have acted as counsel to ▇▇▇▇▇▇▇ ▇▇▇▇ Holdings Limited (the “Company”), in connection with the Subscription Agreement, dated as of July 7, 2011 (the “Agreement”), by and among the Company, the persons listed on Schedule I thereto (the “Sellers”) and the investors listed on Schedule A hereto (individually, an “Investor” and collectively, the “Investors”), relating to the offer and the sale by the Company and IRS Circular 230 disclosure: To ensure compliance with requirements imposed by the IRS, we inform you that any U.S. federal tax advice contained in this document is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing or recommending to another party any transaction or matter that is contained in this document. the Sellers of an aggregate of 10,856,853 preference shares, no par value, of the Company (collectively, the “Offered Securities”) to the Investors. This opinion is delivered to you pursuant to Section 7(g)(ii) of the Agreement. Terms used but not defined herein have the meaning assigned to them in the Agreement. In connection with furnishing this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents:

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Examples of Non-Binding Term Sheet in a sentence

• The purpose of this Non-Binding Term Sheet is to summarise the main intellectual property terms that the Parties intend to include in any such Collaboration Agreement.

• The Parties acknowledge that completion of this Non-Binding Term Sheet is a pre-requisite for EI to approve release of funding.

• Upon being signed by the Debtor and 210, this Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, oral, or written, among the Parties (including that certain Non-Binding Term Sheet, dated as of August 3, 2017, between the Debtor and 210) with respect thereto.

• This Agreement and the Confidentiality Agreement dated May 24, 2007 (the “Confidentiality Agreement”) constitute the entire agreement and supersede all prior agreements and understandings, both written and oral (including that certain Non-Binding Term Sheet, dated February 7, 2007, between Purchaser and Seller, between or among the parties hereto with respect to the subject matter hereof.

• Such Stockholder has received and reviewed a copy of the Subscription Agreement, the Asset Purchase Agreement and the Non-Binding Term Sheet.

• Nothing in this Non-Binding Term Sheet shall create a legally enforceable obligation of the Parties and Parties shall not be bound to anything unless and until the Intermunicipal Agreement has been fully negotiated, drafted and executed by both Parties on or before June 17, 2022.

• This Agreement contains the entire understanding among the Parties hereto with respect to the transactions contemplated hereby and supersedes and replaces all prior and contemporaneous agreements and understandings, oral or written, (including the terms and conditions of the Non-Binding Term Sheet, dated July 29, 2013, between the Seller and the Buyer) with regard to such transactions.

• Further, this Non-Binding Term Sheet is not intended to be an exhaustive recitation of the terms and conditions of the ultimate Intermunicipal Agreement that may be executed.

• This Agreement sets forth and constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and all prior agreements, understanding, promises and representations, whether written or oral, with respect thereto are superseded hereby, including the Non-Binding Term Sheet between the Parties dated December 31, 2014.

• Upon execution of this Non-Binding Term Sheet, but in any event no longer than four (4) months following execution (the “Due Diligence Period”), which period may be extended by mutual agreement of the parties, Derby shall be permitted to conduct due diligence and/or perform inspections, each at its own expense, as reasonably necessary or desirable in order to determine the suitability of the Premises for the Senior Center.