NONBINDING NATURE Sample Clauses

The Nonbinding Nature clause establishes that the document or agreement in which it appears does not create legally enforceable obligations between the parties. In practice, this means that the parties are free to negotiate, withdraw, or alter their positions without being held to the terms discussed, such as in a memorandum of understanding or a letter of intent. The core function of this clause is to ensure that preliminary discussions or negotiations do not inadvertently result in binding commitments, thereby protecting parties from unintended legal obligations.
NONBINDING NATURE. This MOU is for discussion purposes only and does not create a legally binding or enforceable agreement between the Parties, except for Section 3, which shall be binding on the Parties in accordance with its terms. The Parties acknowledge that any definitive rights and obligations regarding the Proposed Transaction will be subject to the execution of a formal written agreement ("Definitive Agreement").
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NONBINDING NATURE. The Parties recognize that additional investigation and planning will be required in connection with the matters set forth in this MOU, and that such investigation and planning is necessary before a definitive statement of the terms and conditions of the contemplated transit hub can be developed. This MOU does not constitute a legally binding or enforceable agreement on the part of either Party with respect to the matters described herein. Either Party may elect not to proceed with the proposed transit hub at any time without liability.
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Related to NONBINDING NATURE

  • Binding Nature This Agreement shall be binding upon, and inure to the benefit of, the successors and personal representatives of the respective parties hereto.

  • Binding Dispute Resolution For any Claim subject to, but not resolved by, mediation pursuant to Article 15 of AIA Document A232–2019, the method of binding dispute resolution shall be as follows: [ ] Arbitration pursuant to Article 15 of AIA Document A232–2019. [ X ] Litigation in a court of competent jurisdiction. [ ] Other: (Specify) If the Owner and Contractor do not select a method of binding dispute resolution, or do not subsequently agree in writing to a binding dispute resolution method other than litigation, Claims will be resolved by litigation in a court of competent jurisdiction.

  • Binding Nature of Agreement This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

  • Assignability; Binding Nature This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, heirs and assigns; provided, however, that no rights or obligations of the Executive under this Agreement may be assigned or transferred by the Executive, other than rights to compensation and benefits hereunder, which may be transferred only by will or operation of law and subject to the limitations of this Agreement; and provided, further, that no rights or obligations of the Company under this Agreement may be assigned or transferred by the Company, except that such rights or obligations may be assigned or transferred pursuant to a merger or consolidation in which the Company is not the continuing entity, or the sale or liquidation of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee assumes the liabilities, obligations and duties of the Company under this Agreement, either contractually or as a matter of law.

  • Authority; Binding Nature of Agreement (a) The Parent and each of its Subsidiaries (including the Merger Subs) have all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and, subject, with respect to Parent, to receipt of the Required Parent Stockholder Vote and, with respect to Merger Subs, the adoption of this Agreement by Parent in its capacity as sole stockholder of Merger Subs, to perform its obligations hereunder and to consummate the Contemplated Transactions. The Parent Board (at meetings duly called and held) has: (i) determined that the Contemplated Transactions are fair to, advisable and in the best interests of Parent and its stockholders; (ii) authorized, approved and declared advisable this Agreement and the Contemplated Transactions, including the issuance of Parent Common Stock Payment Shares and Parent Preferred Stock Payment Shares to the stockholders of the Company pursuant to the terms of this Agreement and the treatment of the Company Options pursuant to this Agreement; and (iii) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of Parent vote to approve the Parent Stockholder Matters. The First Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of First Merger Sub and its sole stockholder; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholder of First Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions. The Second Merger Sub Board (by unanimous written consent) has: (A) determined that the Contemplated Transactions are fair to, advisable, and in the best interests of Second Merger Sub and its sole member; (B) authorized, approved and declared advisable this Agreement and the Contemplated Transactions; and (C) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the member of Second Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions. (b) This Agreement has been duly executed and delivered by Parent and each Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes the legal, valid and binding obligation of Parent and Merger Subs, enforceable against each of Parent and Merger Subs in accordance with its terms, subject to the Enforceability Exceptions.