Definitive Agreements Sample Clauses

Definitive Agreements. The definitive agreements with respect to the transactions contemplated hereby will contain mutually agreeable representations and warranties, mutually agreeable provisions for indemnification and other appropriate and customary terms and conditions.

Definitive Agreements. Unless and until a final definitive agreement regarding the Transaction has been executed by the parties, no agreement with respect to the Transaction shall be deemed to exist between the parties and neither party will be under any obligation whatsoever with respect to the Transaction by virtue of this Agreement or any oral expression except for the matters specifically agreed to herein. The term “definitive agreement” does not include a term sheet or any other preliminary written agreement. Each party reserves the right, in its sole discretion, to provide or not provide Evaluation Material under this Agreement, to reject any and all proposals and to terminate discussions and negotiations at any time.

Definitive Agreements. The Parties hereby agree to negotiate in good faith definitive written agreements ("Definitive Agreements") providing for the sale by the Company to the Initial Purchaser of Convertible Preferred Stock and Detachable Warrants, and other transactions, all as described on the attached term sheet (collectively, the "Transactions"). The Definitive Agreements shall provide the Initial Purchaser with representations, warranties, indemnities and opinions, and contain other terms and provisions customary for transactions of this type. The Parties shall use their reasonable best efforts to consummate the Transactions by March 3, 2000, but in no event shall the parties consummate the Transactions later than March 31, 2000 (the "Termination Date"). The Initial Purchaser's obligation to execute and deliver any such Definitive Agreements and complete the Transactions are subject to (i) the Definitive Agreements being reasonably satisfactory to the Initial Purchaser, (ii) the satisfactory completion of the Initial Purchaser's legal, tax and accounting due diligence investigation of the Company, and (iii) no material adverse change having occurred in the business, condition (financial or otherwise), operations, performance, properties or prospects of the Company. The Company's obligation to execute and deliver any such Definitive Agreements and complete the Transactions are subject to (i) the Definitive Agreements being reasonably satisfactory to the Company and (ii) approval of the form of Definitive Agreements by the Board of Directors of the Company (the "Board").

Definitive Agreements. On or before February 28, 2014, the Company shall use its best efforts to enter into the following agreements to facilitate construction and operation of the CCWRP, including the Desalination Plant

Definitive Agreements. On the Closing Date, VCP, ▇▇▇▇▇▇▇▇ and Newco, as applicable, shall have entered into and executed all the Definitive Agreements; and

Definitive Agreements. Each party acknowledges and agrees that other than with respect to the matters specifically set forth herein, no contract or agreement providing a Transaction shall be deemed to exist between the parties unless and until a definitive agreement has been executed and delivered. The parties further agree that each party reserves the right, in its sole discretion, to reject any and all proposals made by the other party or any of its Associates with regard to a Transaction and to terminate discussions or negotiations at any time.

Definitive Agreements. Each party understands and agrees that no contract or agreement providing for any Transaction involving the parties shall be deemed to exist between the parties unless and until a final definitive agreement has been executed and delivered by the parties. Each party also agrees that unless and until a final definitive agreement regarding a Transaction between the parties has been executed and delivered, neither party will be under any legal obligation of any kind whatsoever with respect to such a Transaction by virtue of this Agreement except for the matters specifically agreed to herein. For purposes of this paragraph, the term "definitive agreement" does not include an executed letter of intent or any other preliminary written agreement. Both parties further acknowledge and agree that each party reserves the right, in its sole discretion, to provide or not provide Evaluation Material to the receiving party under this Agreement, to reject any any all proposals made by the other party or any of its Representatives with regard to a Transaction between the parties, and to terminate discussions and negotiations at any time.

Definitive Agreements. Each other Party shall have executed and delivered each Definitive Agreement to which it is a party and which is required to be executed on or prior to such Closing Step.

Definitive Agreements. Any party hereto may request the preparation of and execution and delivery by each party hereto of definitive agreements which definitive agreements shall incorporate the terms hereof. In the absence of the making, preparation and delivery of these agreements, this Memorandum of Understanding is and shall be the definitive agreement of the parties with respect the amendment of the Bridge Loan Documents.