No Further Negotiations Sample Clauses

The No Further Negotiations clause establishes that, after the agreement is signed, neither party is permitted to reopen discussions or renegotiate any of its terms. In practice, this means that all terms and conditions are considered final and binding, and any attempts to alter, amend, or revisit the agreement are expressly prohibited unless both parties formally agree to do so in writing. This clause serves to provide certainty and finality to the contractual relationship, preventing ongoing or repeated negotiations that could undermine the stability of the agreement.
No Further Negotiations. (a) During the Interim Period, each Seller will not, and will not permit any of the partners, members, shareholders, owners, officers, directors, managers, employees, agents or representatives of such Seller or its affiliates to, directly or indirectly, (i) discuss, negotiate, undertake, authorize, recommend, propose or enter into, either as the proposed surviving, merged, acquiring or acquired entity, any transaction involving a merger, consolidation, business combination, purchase or disposition of any of the Assets or any equity interests of such Seller or any of its affiliates other than the transactions contemplated by this Agreement (an “Acquisition Transaction”), (ii) facilitate, encourage, solicit or initiate discussions, negotiations or submissions of proposals or offers in respect of an Acquisition Transaction, (iii) furnish or cause to be furnished, to any person, any information concerning the business, operations, properties or assets of such Seller or its affiliates in connection with an Acquisition Transaction, or (iv) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to do or seek any of the foregoing. (b) Each Seller shall notify Buyer promptly (but in no event later than 24 hours) after receipt of any proposal or offer from any person other than Buyer to effect an Acquisition Transaction or any request for non-public information relating to such Seller or any of its affiliates or for access to the properties, books or records of such Seller or any affiliate by any person other than Buyer. Such notice shall indicate the identity of the person making the proposal or offer, or intending to make a proposal or offer or requesting non-public information or access to the books and records of such Seller, the material terms of any such proposal or offer, or modification or amendment to such proposal or offer and copies of any written proposals or offers or amendments or supplements thereto. Each Seller shall keep Buyer informed, on a current basis, of any material changes in the status and any material changes or modifications in the material terms of any such proposal, offer, indication or request. (c) Each Seller shall (and shall cause the partners, members, shareholders, owners, officers, directors, managers, employees, agents and representatives of such Seller and its affiliates to) immediately cease and cause to be terminated any existing discussions or negoti...
View Source
No Further Negotiations. Until the Closing Date, or the earlier termination of this Agreement, Attest and Shareholders will not (i) sell, offer to sell or solicit offers to purchase any of the assets of Attest (other than sales of the products of Attest in the ordinary course of business); or (ii) sell, offer to sell or exchange or solicit offers to purchase or exchange, any capital stock of Attest, from any other party (other than Zycad), or enter into any merger, consolidation, liquidation or similar transaction involving Attest and any other party (other than Zycad), and Attest and the Shareholders will not provide confidential, technical or other information to any person (other than Zycad) in connection with any such proposed purchase or transaction.
View Source
No Further Negotiations. 23 Access....................................................... 23
View Source
No Further Negotiations. Until the Closing Date, Seller agrees not to, directly or indirectly, negotiate with any other Person or entity with respect to the purchase of all or a portion of the Business, its Assets or to transfer, mortgage or encumber or otherwise deal with any of the Assets except other than in the ordinary course of business in a manner consistent with past practice. Seller shall not provide any confidential information concerning the Business or the Assets to any third party other than in the ordinary course of business, and then only pursuant to a confidentiality, non-disclosure, non-use agreement in a form acceptable in substance to Buyer.
View Source
No Further Negotiations. Unless this Agreement is closed or sooner terminated, from the date of this Agreement until 5:00 p.m., Central Standard Time, on July 31, 1996, the Stockholders and GIC will not, directly or indirectly, whether through any of GIC's officers, directors, employees, or shareholders, or through any of their or GIC's affiliates, representatives, agents or otherwise, encourage or solicit any inquiries or proposals by or engage in any discussions or negotiations with, or furnish any non-public information to any person concerning, or cause any other merger, consolidation, asset acquisition, disposition or tender offer involving GIC, and the Stockholders will promptly communicate to First Sierra the substance of any inquiry or proposal concerning any such transaction which may be received.
View Source
No Further Negotiations. Z-Spanish and the undersigned stockholder of ----------------------- Z-Spanish understand and acknowledge that following the mutual execution of this Letter of Intent, Entravision will incur significant expenses in connection with its review and investigation of Z-Spanish. Accordingly, Z-Spanish and the undersigned stockholder of Z-Spanish agree that during the Due Diligence Period, Z-Spanish and the undersigned stockholder will not, nor will it permit any affiliate, officer, director, stockholder, employee, attorney, accountant, financial adviser or other representative of Z-Spanish to negotiate with, solicit or participate in negotiations with any third party other than Entravision with respect to the sale of the Shares, the ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ZHGMPF Draft February 24, 2000 ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ July 23, 2000 Page 4 sale of any assets of the Radio Stations and Outdoor Business (other than in the ordinary course), the sale of any ownership interests in Z-Spanish or any similar transaction. Similarly, from the date of execution of this Letter of Intent through the expiration of the Due Diligence Period, Entravision agrees to not take any material action inconsistent with the Transaction as contemplated pursuant to the Memorandum of Terms, including any action which would materially delay the consummation of the Transaction. Notwithstanding the foregoing, Entravision acknowledges and agrees that during the Due Diligence Period Z- Spanish may continue to prepare an S-1 Registration Statement in connection with a proposed initial public offering ("IPO") of Z-Spanish; provided, however, that (i) such activities will not delay the best efforts of Z-Spanish and its representatives to complete the due diligence and negotiations necessary to pursue in good faith consummation of a Definitive Agreement with Entravision as contemplated hereby and (ii) all work product associated with Z-Spanish's registration activities shall be made available to Entravision in connection with its due diligence and for purposes of integrating the same into a draft registration statement to be prepared by Entravision in connection with its IPO.
View Source
No Further Negotiations. Until the Closing Date, or the earlier termination of this Agreement, Zycad will not sell, offer to sell or solicit offers to purchase any of The Zycad Shares of QSS.
View Source
No Further Negotiations. 29 3.2.15 Access......................................................29 3.2.16 Customer and Account Relations..............................29 3.2.17
View Source

Related to No Further Negotiations

  • No Further Changes 2.1 Other than the specific amendment agreed upon herein, all other terms of the Employment Agreement shall remain unchanged, shall be in full force and effect, and shall govern this Amendment.

  • No Further Representations Except for the representations and warranties made by Target in this Article IV (as qualified by the Target Disclosure Memorandum), neither Target nor any other Person makes or has made any express or implied representation or warranty with respect to Target or its Subsidiaries or the respective businesses, operations, assets, liabilities, or conditions (financial or otherwise) of Target or its Subsidiaries, and Target hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Target nor any other Person makes or has made any representation or warranty to Company or any other Person with respect to (i) any financial projection, forecast, estimate, budget, or prospective information relating to Target or any of its Subsidiaries or the respective businesses of Target and its Subsidiaries or (ii) except for the representations and warranties made by Target in this Article IV, any oral or written information presented, delivered, or made available to Company or its Subsidiaries, or any of their representatives, in the course of their due diligence investigation of Target and its Subsidiaries or their negotiation of this Agreement or otherwise in the course of the transactions contemplated hereby. Target also acknowledges and agrees that (i) except as expressly set forth in Article V (including the related portions of the Company Disclosure Memorandum), neither Company nor any other Person makes or has made any express or implied representation or warranty with respect to Company or its Subsidiaries or the respective businesses, operations, assets, liabilities, or conditions (financial or otherwise) of Company or its Subsidiaries and (ii) any such other representations or warranties are specifically disclaimed and Target did not rely on any representation or warranty not contained in Article V (as qualified by the Company Disclosure Memorandum) when making its decision to enter into this Agreement and will not rely on any such representation or warranty in deciding to consummate the transactions contemplated by this Agreement.

  • No Further Rights After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series B Preferred Units will have no right or claim to any of the remaining assets of the Partnership.

  • No Further Modifications Except as modified herein, all of the terms and conditions of the Credit Agreement, as modified hereby shall remain in full force and effect and, as modified hereby, the Borrower confirms and ratifies all of the terms, covenants and conditions of the Credit Agreement in all respects.

  • No Further Amendment Except as expressly amended hereby, the Agreement is in all respects ratified and confirmed and all the terms, conditions, and provisions thereof shall remain in full force and effect. This Amendment is limited precisely as written and shall not be deemed to be an amendment to any other term or condition of the Agreement.