Non-Binding Letter of Intent Sample Clauses

Non-Binding Letter of Intent. Other than with respect to subsection 2 above, the matters set forth in this Letter of Intent constitute an expression of our mutual intention only and do not constitute a binding agreement among the parties with respect to the transaction. Any such binding agreement would only arise as a result of the negotiation, execution and delivery of a written Purchase and Sale Agreement as contemplated hereby having terms and conditions satisfactory to the parties to such agreement. No party hereto may bring any claim or action against any other party hereto as a result of a failure to agree on or enter into any definitive agreement as contemplated herein.

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Non-Binding Letter of Intent. This letter is not intended as a contract, but merely as a statement of the intentions and undertaking of the parties except as set forth in Paragraph 9, the terms hereof and the transaction will be binding upon the parties only in accordance with the terms contained in the Joint Venture Agreement, if as, and when such Joint Venture Agreement has been duly authorized and executed by the parties. If the foregoing terms are acceptable to you, please so indicate by signing and dating the enclosed copy of this letter and return it to the undersigned. Very truly yours, AMA FUNDING CORPORATION By: /s/ Xxxxxx Xxxxxx ------------------------- Name: Xxxxxx Xxxxxx Title: V.P. THE CAREPLEX GROUP, INC. By: /s/ Xxxxxx Xxxxxx ------------------------- Name: Xxxxxx Xxxxxx Title: COO AGREED: NETWEST DEVELOPMENT CORPORATION By: /s/ Xxxxxxxxx X. Xxxx ------------------------- Name: Xxxxxxxxx X. Xxxx Title: President Date: Dec. 19, 1995 ----------------------- [LOGO] January 22, 1996 CAREPLEX VIA FACSIMILE Xxx. Xxxxxxxxx X. Kuhn President Netwest Development Corporation 0000 Xxxx Xxxxxxxx Xxxxxxxxx Xxxxx 000 Xxxxxx, XX 00000 Re: Amethyst Expansion - Peoria, AZ Dear Xxxxx: Reference is hereby made to that certain Letter of Intent (the "LOI") dated December 18, 1995 by and between Netwest Development Corporation ("Netwest") and AMA Funding Corporation ("AMA") and as amended in accordance with a letter dated December 28, 1995, related to the above-referenced project. Reference is further made to Paragraph 1 of the LOI with respect to the Joint Venture Agreement. This letter shall confirm that the Joint Venture Agreement Date has been extended from January 26, 1996 to February 23, 1996. In addition, reference is further made to Paragraph 8 of the LOI with respect to Access and Due Diligence. This letter shall confirm that the Access and Due Diligence Date, is hereby extended from January 26, 1996 to February 23, 1996. If the foregoing is acceptable to you, please acknowledge your acceptance by signing below and returning a copy to me. Except as modified hereby, all of the other terms and provisions of the LOI shall remain unchanged. Thank you for your attention to this matter. With best regards, /s/ Xxxxx X. Xxxxx --------------------- Xxxxx X. Xxxxx Senior Vice President/Development Officer ACKNOWLEDGED AND AGREED TO: NETWEST DEVELOPMENT CORPORATION By: /s/ Xxxxxxxxx X. Xxxx ------------------------- Name: Xxxxxxxxx X. Xxxx Title: President pc: Xxxxxx Xxxxxx Xxxxx X. Xxxxx, III.

Non-Binding Letter of Intent. 11.1 Except for this paragraph 11, and paragraphs 5, 6, 7, 8 and 9 which are intended and expressly agreed by the Parties to be binding on the Parties, this LOI is not intended to otherwise create legal obligations between the Parties. The Parties intend to continue negotiations with a view to preparing and concluding the Purchase Agreement and the Transaction.

Non-Binding Letter of Intent. The Board of Directors of the Company wishes to further announce that the Company had on 17 May 2017 entered into a non-binding letter of intent (“LOI”) with Grand Harvest Resource Holdings Limited (“Vendor”) and Xxxx Xxx. Pursuant to the LOI, the parties intends to explore for the Vendor to grant to the Company a call option to acquire up to 65% of the equity interest in ZP (the “Call Option”) and in the event the Company decides to exercise the Call Option, the Company will consider the option of satisfying the exercise price by issuing such number of ordinary shares in the share capital of the Company at an issue price to be agreed and determined by the parties. This is in line with the Company’s intention to consider future investment in ZP as announced by the Company in the Announcement. The parties intend to engage in further negotiations on the terms of the transactions with a view to entering into a definitive agreement. Meanwhile, the Company has performed preliminary due diligence and evaluation on the potential of ZP and its business in the growing green energy industry in the People’s Republic of China and will continue to explore the feasibility of the potential acquisition and to monitor ZP’s financial results. None of the Directors or controlling shareholders of the Company has any interest, direct or indirect in the Call Option. By Order of the Board Next-Generation Satellite Communications Limited Ku Xxxxxxx X. Managing Director and Chief Executive Officer 17 May 2017

Non-Binding Letter of Intent. Except for Sections 6, 8, 10, 11, 12, 13, 14, 15 and 17 hereof, this letter is an expression of interest only and is not intended to be a binding letter of intent, and the general principles set forth in this letter shall not constitute an agreement to consummate the transaction described herein. Upon the satisfactory completion of the due diligence investigation described in Section 10 hereof to Buyer's sole satisfaction and which confirms the Buyer's intent to consummate the transaction for the purchase price described in Section 1 hereof, the parties will proceed to use their best efforts to negotiate the definitive terms of this transaction and enter into a formal and binding agreement (the "Agreement") which would set forth such representations, warranties, covenants, indemnifications and other provisions as are acceptable to the parties in their sole discretion. This letter of intent is not an agreement to enter into any definitive agreement.

Non-Binding Letter of Intent. Except for Sections 5, 6, 12, 13, 14, 16, 19, 20 and 21 hereof, this letter is an expression of interest only and is not intended to be a binding letter of intent, and the general principles set forth in this letter shall not constitute an agreement to consummate the Business Combination described herein. The parties will proceed to use their best efforts to negotiate the terms of and enter into the Agreement. This letter of intent is not an agreement to enter into any definitive agreement.

Non-Binding Letter of Intent. This Letter of Intent, while setting forth the interests of the parties with respect to the Proposed Transaction, is not intended to and shall not (save and except for sections 4, 5, 6, 7, 8, 9 and 10 hereof) constitute a legally binding agreement between Xxxxx and MediaXP. Any obligations of Xxxxx or MediaXP with respect to the subject matter of this Letter of Intent (other than with respect to sections 4, 5, 6, 7, 8, 9 and 10 hereof) shall be conditional upon the execution and delivery of the Definitive Agreement on terms and conditions satisfactory to each, in their respective sole discretion. For greater certainty, sections 4, 5, 6, 7, 8, 9 and 10 hereof shall constitute legally binding agreements between the parties with respect to the subject matter of those provisions.

Non-Binding Letter of Intent. THIS NON-BINDING LETTER OF INTENT (the “Agreement”) entered into October [__], 2021 sets forth certain non-binding understandings and certain binding covenants with respect to the possible purchase of the ownership interests in certain entities Mango Tell LLC, owned by Xxxx Holdings, LLC, a New York limited liability company located at 0000 Xxxxxxx Xxxxxx, Xxxxxxx, Xxx Xxxx 00000 and SDI Black 011, LLC, a New York limited liability company located at 0000 Xxxxxxx Xxxxxx, Xxxxxxx, Xxx Xxxx 00000 ( hereinafter collectively “Seller”) by Cuentas, Inc., a Florida corporation located at 000 Xxxxxxx Xxxx, Xxxxx 000, Xxxxx Xxxxx, Xxxxxxx 00000 (“Buyer”).

Non-Binding Letter of Intent. Except for Sections 6, 7, 8 and 9 hereof, this letter is an expression of interest only and is not intended to be a binding letter of intent, and the general principles set forth in this letter shall not constitute an agreement to consummate the transaction described herein. Upon the satisfactory completion of the due diligence investigation by each of the parties hereto as described in Section 6 hereof which confirms each party's intent to consummate the transaction for the purchase price described in Section 2 hereof, the parties will proceed to use their best efforts to negotiate the definitive terms of this transaction and enter into a formal and binding agreement (the "AGREEMENT") which sets forth such representations, warranties, covenants, indemnifications and other provisions as are acceptable to the parties in their sole discretion. This letter of intent is not an agreement to enter into any definitive agreement.

Related to Non-Binding Letter of Intent

• Valid and Binding Agreement This Agreement has been duly executed and delivered by Seller and constitutes, and each other agreement, instrument, or document executed or to be executed by Seller in connection with the transactions contemplated hereby to which it is a party has been, or when executed will be, duly executed and delivered by Seller and constitutes, or when executed and delivered will constitute, a valid and legally binding obligation of Seller, enforceable against it in accordance with their respective terms, except that such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and (b) equitable principles which may limit the availability of certain equitable remedies (such as specific performance) in certain instances.
• Power; Binding Agreement Stockholder has the legal capacity, power and authority to enter into and perform all of its obligations under this Agreement. The execution, delivery and performance of this Agreement by Stockholder will not violate any agreement or any court order to which Stockholder is a party or is subject including, without limitation, any voting agreement or voting trust. This Agreement has been duly and validly executed and delivered by Stockholder.
• Valid and Binding Agreements The Operative Agreements to which Owner is a party have been duly authorized, executed and delivered by Owner and, assuming the due authorization, execution and delivery thereof by the other party or parties thereto, constitute the legal, valid and binding obligations of Owner and are enforceable against Owner in accordance with the respective terms thereof, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium and other similar Laws affecting the rights of creditors generally and general principles of equity, whether considered in a proceeding at law or in equity.
• Authority; Binding Agreement Stockholder has the legal power and authority to execute and deliver this Agreement, to perform Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by Stockholder of this Agreement, the performance by Stockholder of Stockholder’s obligations hereunder and the consummation by Stockholder of the transactions contemplated hereby have been duly and validly authorized by Stockholder and no other actions or proceedings on the part of Stockholder are necessary to authorize the execution and delivery by Stockholder of this Agreement, the performance by Stockholder of Stockholder’s obligations hereunder or thereunder or the consummation by Stockholder of the transactions contemplated hereby or thereby. This Agreement has been duly executed and delivered by Stockholder, and, assuming this Agreement constitutes a valid and binding obligation of Parent, constitute a valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with their respective terms except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereafter in effect relating to creditors’ rights generally and subject to general principles of equity.
• Assignment; Binding Agreement Neither this Agreement nor any right or obligation hereunder shall be assignable by any party without the prior written consent of the other parties hereto. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective legal representatives, successors and assigns.
• Authorization; Binding Agreement Each Purchaser Entity has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform each Purchaser Entity’s respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Stockholder Approval and the Conversion Approvals. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby (a) have been duly and validly authorized by the board of directors of each Purchaser Entity, and (b) other than the Required Purchaser Stockholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, on the part of any Purchaser Entity is necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. On or prior to the date of this Agreement (except in each case as it relates to BVI Sub, from the BVI Sub Joinder Date), each Purchaser Entity’s board of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consent, (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of each Purchaser Entity’s stockholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Act, as applicable, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend that the Purchaser’s stockholders vote in favor of the approval of this Agreement, the Merger and the other Purchaser Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Approval Matters be submitted to the Purchaser’s stockholders for their approval and adoption. This Agreement has been, and each Ancillary Document to which a Purchaser Entity is a party shall be, when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of the corresponding Purchaser Entity, enforceable against that Purchaser Entity in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”). The Purchaser Support Agreements, when delivered by the Purchaser, will be in full force and effect.
• Binding Agreements This Agreement and the other Financing Documents executed and delivered by the Borrowers have been properly executed and delivered and constitute the valid and legally binding obligations of the Borrowers and are fully enforceable against each of the Borrowers in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties, and general principles of equity regardless of whether applied in a proceeding in equity or at law.
• Successors; Binding Agreement, Assignment (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business of the Company, by agreement to expressly, absolutely and unconditionally assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such agreement prior to the effectiveness of any such succession shall be a material breach of this Agreement and shall entitle the Executive to terminate the Executive's employment with the Company or such successor for Good Reason immediately prior to or at any time after such succession. As used in this Agreement, "
• Binding Agreement; Assignment This Agreement shall inure to the benefit of, be binding upon, and be enforceable by the Company and its successors and assigns. The Participant shall not assign (except in accordance with Section 6 hereof) any part of this Agreement without the prior express written consent of the Company.
• Binding Agreement; Written Amendments This Agreement shall be binding upon the heirs, executors, administrators and successors of the parties. This Agreement and the Plan, and any deferral election separately filed with the Company relating to the grant of Units under the Agreement, constitute the entire agreement between the parties with respect to the Units, and supersede any prior agreements or documents with respect thereto. No amendment, alteration, suspension, discontinuation, or termination of this Agreement which may impose any additional obligation upon the Company or materially impair the rights of Employee with respect to the Units shall be valid unless in each instance such amendment, alteration, suspension, discontinuation, or termination is expressed in a written instrument duly executed in the name and on behalf of the Company and by Employee.