Binding Provisions clauses establish the enforceability of a contract's terms, ensuring that all parties involved are legally obligated to adhere to the agreed-upon conditions. These clauses underscore the commitment and accountability required from each party to fulfill the contract's obligations, often delineating the consequences of non-compliance or breach.
BINDING PROVISIONS Upon execution by Buyer and Seller of this LOI, the following lettered paragraphs (collectively, "Binding Provisions") will constitute the legally binding and enforceable agreement of Buyer and Seller (in recognition of the significant costs to be borne by all parties in pursuing this proposed transaction and in further consideration of their mutual undertakings as to the matters described herein).
Miscellaneous Binding Provisions. These Binding Provisions constitute the entire agreement between the Parties with respect to the subject matter thereof and supersede all prior or contemporaneous oral or written agreements or understandings between the Parties. The Binding Provisions may be amended or modified only in writing executed by the Parties. This LOI and the Binding Provisions shall be governed by and construed in accordance with the internal laws of the State of New York and be subject to sole and exclusive jurisdiction of the Federal and State courts in New York City, State of New York, United States of America and the Company consents to the jurisdiction of such courts and waives all objections to venue. This LOI may be executed in counterparts, which when taken together will constitute one and the same instrument. The exchange of copies of this LOI and of signature pages by electronic mail shall constitute effective execution and delivery of this LOI as to the Parties and may be used in lieu of the original LOI for all purposes. Signatures of the Parties transmitted by electronic mail shall be deemed to be their original signatures for all purposes. Notwithstanding any provision in this Section 5, any non-disclosure or confidentiality agreement between the Parties or their affiliates shall be enforceable.
In recognition of the significant costs to be borne by each of the parties in pursuing the Proposed Transaction and in further consideration of their respective undertakings as to the matters described in this Letter of Intent, the provisions set out in this ARTICLE 2 will be legally binding and enforceable upon execution of this Letter of Intent and will survive in the event that this Letter of Intent is terminated (the “Surviving Binding Provisions”).
PART TWO—BINDING PROVISIONS Upon execution by the Purchase, the Company, and the Shareholder of this Letter of Intent or counterparts thereof, the following lettered paragraphs of this Letter of Intent (collectively, the “Binding Provisions”) will constitute the legally binding and enforceable agreement of the Purchaser, the Company, and the Shareholder (in consideration of the significant costs to be borne by the Purchaser, the Company, and the Shareholder in pursuing this proposed transaction and further, in consideration of their mutual undertakings as to the matters described herein).
Binding Provisions. The following Paragraphs 6-18 of this Letter of Intent (collectively, the “Binding Provisions”) will constitute the legally binding and enforceable agreements of the Parties in recognition of the costs to be borne by such Parties in pursuing this proposed Transaction and further, in consideration of their mutual undertakings as to the matters described herein.
The Binding Provisions and the Confidentiality Agreement constitute the entire binding agreement between the Parties with respect to the subject matter hereof, and supersede all prior oral or written agreements, understandings, representations and warranties, and courses of conduct and dealing between the Parties on the subject matter hereof. Except as otherwise provided herein, the Binding Provisions may only be amended or modified in writing executed by all of the Parties.
Entire Agreement. The Binding Provisions and the NDA supersede all prior agreements, whether written or oral, among the Parties with respect to their subject matter and constitute a complete and exclusive statement of the terms of the agreement between the Parties with respect to their subject matter.
This Term Sheet is intended for discussion purposes only and, other than with respect to the Right of Co-Investment, Expense Reimbursement and Governing Law provisions below (collectively, the “Binding Provisions”), neither this Term Sheet nor any past, present or future course of conduct relating to the Transaction will give rise to any legally binding obligation on the part of any party to these discussions or any affiliates of any party to these discussions unless and until such parties have executed and delivered to each other definitive, binding written agreements in respect of the Transaction. This Term Sheet does not create and is not intended to create a duty to negotiate in good faith towards a binding contract or, other than as set forth under the Binding Provisions, an obligation to be bound by any particular term, and may not otherwise be relied upon as the basis for a contract by estoppel or otherwise. This Term Sheet is subject to review with the Federal Reserve and the Pennsylvania Department of Banking and Securities. It is a condition of this Term Sheet that the representatives of the Company and the Investors meet to discuss the Proposed Terms of the Investment and other relevant matters no later than January 10, 2023.
Upon written notice by any party to the other party if the Definitive Agreement has not been executed prior to the expiration of the No-Shop Period; provided, however, that the termination of the binding provisions shall not affect the liability of any party of breach of any of the binding provisions prior to the termination. Upon termination, the parties shall have no further obligations hereunder, except under subsection 3(i) (Confidentiality) and 3(j) (Non- Circumvention).
The following (this “Term Sheet”) set forth the offer (the “Offer”) by Nicolau Carvalho Esteves, Rosângela de Oliveira Tavares Esteves and NRE Capital Ventures Ltd (collectively, the “Esteves Family”) to sell to Erste WV Gütersloh GmbH, an affiliate of Bertelsmann SE & Co. KGaA (collectively, “Bertelsmann”) a number of class B common shares of Afya Limited on the terms described below. As set forth below under “Binding Provisions”, this Term Sheet is intended to be and does constitute a legally binding offer on the part of the Esteves Family with respect to the transactions described herein, but is not intended to be and does not constitute a legally binding obligation on the part of Bertelsmann to accept the Offer or complete the purchase of the offered shares. Without limiting the foregoing, entry into the transactions contemplated by this Term Sheet remains subject to internal Bertelsmann board approvals and confirmatory due diligence of Bertelsmann.
From the execution date of this Term Sheet until the date that is [*****] thereafter, during which time, the Governing Law, Costs and Term Sheet Exclusivity provisions herein will be binding on the Parties.
15.Binding Provisions Only the provisions of paragraphs 4(E) [Expense Reimbursement] and 7 [Confidentiality] through 15 [Binding Provisions] shall constitute the legally binding and enforceable obligations of the parties hereto. Avance Investment Management is an express third party beneficiary of paragraph 4(E). Otherwise, it is understood that this letter of intent merely constitutes a statement of the mutual intentions of the parties hereto with respect to the transaction and does not contain all matters upon which an agreement must be reached in order for the transaction to be consummated and, therefore, this letter of intent does not constitute a binding commitment with respect to the transaction; such binding commitment will result only from the execution by all relevant parties of the Purchase Agreement
WHEREAS, the Company desires to appoint the Jesvin Kaur as an officer of the Company and the undersigned has accepted such offer and agrees to be bound by the binding provisions of the Letter Agreement.
4. Binding Provisions The terms and conditions of this Binding Provisions Section 4 is intended to be and is legally binding on the parties. Any legally binding obligations with respect to the contemplated transaction beyond these Binding Provisions will only arise upon execution of any Additional Agreements with respect to such transactions.
Ratification of Binding Provisions; Effect of Amendment. All the provisions of the A&R Agreement not amended by this Amendment shall remain in full force and effect as originally written. The Parties hereto agree and acknowledge that to the extent any terms and provisions of this Amendment are in any way inconsistent with or in conflict with any term or provision of the A&R Agreement, this Amendment will govern and control. Whenever the A&R Agreement is referred to in the A&R Agreement or in any other agreements, documents and instruments, such reference shall be deemed to be to the A&R Agreement as amended by this Amendment.
Binding Provisions The provisions of this Plan shall be binding upon each Participant as a consequence of the Participant’s election to participate in the Plan, upon the Company, upon the Participant’s heirs, executors and administrators and upon the successors and assigns of the Participant and the Company.
Ratification of Binding Provisions. All other sections, paragraphs, provisions, and clauses in the Agreement not expressly modified by this Amendment shall remain in full force and effect as originally written.
Legally binding provisions 3.1 The Parties shall not be legally committed to provide any Cooperation activities as described in Article 2 above. The Parties will in their sole discretion decide whether to provide the Cooperation activities and in their sole discretion decide upon the length of time that it will offer the Cooperation activities. Neither Party will be liable for deciding not to provide Cooperation activities nor for deciding to cease providing Cooperation activities. 3.2 Each Party shall bear its own internal and external costs related to drafting and execution of this MSCA 2021. 3.3 Neither Party shall have grounds for any claim under any theory of law (including, without limitation, claims for damages and cost reimbursement) against the other Party as it relates to this MSCA 2021. 3.4 Each Party shall treat the negotiations and the contents of this MSCA 2021 as confidential unless the other Party gives its prior written consent to the disclosure of such information to a third-party. This confidentiality obligation shall not apply to information which is generally known, which can be shown to have been independently developed by the recipient, or which has been acquired from a third party without nondisclosure obligation to the disclosing Party. This obligation shall likewise not apply to the extent a Party is required by statutory regulations, governmental orders, legal process or stock exchange requirements to reveal this MSCA 2021 or any of the information such Party has obtained. This obligation shall survive the term of this MSCA 2021 for a period of three (3) years. 3.5 The substantive law governing this MSCA 2021 shall be that of the State of Delaware. 4 3.6 Modifications to this MSCA 2021 shall only be valid if made in writing. The requirement of the written form can itself only be waived in writing. 3.7 This MSCA 2021 shall become effective upon signature by all Parties and will continue in effect until December 31, 2022 (“Initial Term”). The MSCA 2021 shall automatically extend by consecutive one (1) year terms (“Renewal Term”) unless terminated by a Party upon three (3) months prior written notice to the other Party with effect from the end of the Initial Term or the respective Renewal Term. Clauses 1.5, 3.1, 3.2, 3.3, 3.4 and 3.5 shall survive termination.
Binding provisions are specific clauses within a contract that legally obligate the parties involved to adhere to certain terms and conditions. These provisions are enforceable by law, meaning that failure to comply can result in legal penalties or requirements to fulfill contractual obligations. Binding provisions ensure that the commitments made in a contract are not merely promises, but are enforceable obligations that protect all parties involved.
Binding provisions should be used whenever you want to make certain terms of a contract enforceable by law. These are essential when:
In essence, use binding provisions whenever a promise or an obligation needs legal backing to ensure compliance.
Writing binding provisions requires clear and precise language to avoid ambiguity. Here’s a step-by-step guide:
Example:
“The Seller agrees to deliver the goods to the Buyer by no later than 5:00 PM on October 10, 2023. Failure to deliver by the specified time grants the Buyer the right to terminate this Agreement and seek damages.”
Binding provisions are found in a wide array of contracts across various industries. They are typical in:
These provisions are integral to contracts where enforceability ensures that parties fulfill their contractual roles and responsibilities.
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Dive deeper into the world of clauses and learn more about these other clauses that are used in real contracts.
A breach of agreement clause outlines the specific actions or failures that constitute a violation of the contract terms by one or more parties involved. It typically includes the remedies or consequences that will follow if a breach occurs, such as damages, penalties, or possible termination of the contract.
A breach of confidentiality clause stipulates the obligations and responsibilities of parties to protect sensitive information from unauthorized disclosure or misuse. It outlines the repercussions and potential legal ramifications should any party fail to uphold these confidentiality commitments.
A break clause is a provision in a contract that allows one or both parties to terminate the agreement early under specified conditions, often after giving prior notice. This clause offers flexibility, enabling parties to exit the contract without facing significant penalties or legal repercussions.
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