Negotiated Transactions Clause Samples
The Negotiated Transactions clause defines the process and terms under which parties may enter into agreements that are specifically negotiated rather than standardized. This clause typically outlines the procedures for initiating, documenting, and confirming such transactions, and may specify which terms are open to negotiation and how amendments are handled. Its core practical function is to provide a clear framework for customizing agreements to suit the unique needs of the parties, thereby ensuring flexibility while maintaining legal certainty and reducing the risk of misunderstandings.
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Negotiated Transactions. If the Mitsubishi Group wishes to take Acquisition Actions with respect to a Facility (the "Subject Facility") which is not the subject of an Auction (any transaction, or attempted transaction, to acquire any such Facility, or an interest therein, is referred to as a "Negotiated Transaction"):
(i) the Mitsubishi Group shall provide, in good faith, taking into account all relevant facts and circumstances, the Company with written notice (a "Facility Notice") including (a) the identity of the Subject Facility, (b) a statement that the Mitsubishi Group, subject to this Section 4, intends to take Acquisition Actions to purchase such Subject Facility, or an interest therein, and (c) a statement that the Mitsubishi Group believes it has a reasonable probability of acquiring such Subject Facility, or an interest therein, in such Negotiated Transaction. The Company shall provide a written response (a "Response") to any and all Facility Notices, which Response shall indicate whether or not the Company intends to take Acquisition Actions with respect to the purchase of the Subject Facility, or an interest therein (a Response stating that the Company does not have such intention is referred to as a "No Intention Response"). Such Response shall be given in good faith, taking into account all relevant facts and circumstances, within sufficient time (a "Response Period") to allow the Mitsubishi Group, if a No Intention Response is given, to pursue, on a commercially reasonable basis, the purchase of such Subject Facility, or an interest therein, in the Negotiated Transaction. Prior to the receipt of a Response to a Facility Notice, the Mitsubishi Group shall take no Acquisition Actions with respect to the Subject Facility.
(ii) In the event the Company indicates in a Response that it intends to take Acquisition Actions with respect to the purchase of the Subject Facility, or an interest therein, through a Negotiated Transaction (a "Positive Response"), the Mitsubishi Group shall be precluded from taking any Acquisition Actions with respect to the Subject Facility; provided, however, that in the event that the Company, after initially
(iii) In the event that, during negotiations with respect to a Negotiated Transaction, the seller of the Subject Facility commences an Auction, the provisions of Section 3 shall apply to such Subject Facility, and the Mitsubishi Group shall immediately terminate any Acquisition Actions with respect to such Subject Facility unless a Granting...
Negotiated Transactions. The provisions of this Agreement were negotiated by the Parties, this Agreement and the agreements, indentures and other instruments incidental hereto will be deemed to have been drafted by all of the Parties and this Agreement will not be interpreted more or less favorably in favor of or against a Party based on its authorship.
Negotiated Transactions. The drafting and negotiation of this Agreement has been participated in by each of the Parties. For all purposes, this Agreement shall be deemed to have been drafted jointly by each of the Parties.
Negotiated Transactions. The provisions of this Agreement were negotiated by the parties hereto and said Agreement shall be deemed to have been drafted by all the parties hereto.
Negotiated Transactions. The provisions of this Agreement were negotiated by both parties and shall be deemed to have been drafted by each of TPC, Subsidiary and PBA.
Negotiated Transactions. The provisions of this Agreement were negotiated by all parties and shall be deemed to have been drafted by both Purchaser and Shareholder.