The "Non-Binding Nature" clause specifies that the terms outlined in the agreement are not intended to create legally enforceable obligations between the parties involved. Instead, it signifies that the document is more of an expression of intent or a preliminary negotiation and does not constitute a formal commitment.
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16 Non-Binding Nature examples
Description
The MOUs are of a non-binding nature and only after the necessary technical analyses have been completed will potential projects arising from the signed agreements have official cost, time, and return estimates, in order for them to be considered by internal approval bodies in the future, in accordance with the company's governance.
Non-Binding Nature:
This LOI serves as a preliminary expression of intent between World Mobile and Cuentas and is not legally binding, except where explicitly stated. This document does not create obligations of exclusivity, purchase, sale, or any formal partnership beyond the described intentions.
NON-BINDING NATURE: This LOI is non-binding and is intended solely as a basis for further discussion and negotiation. It does not create any legal obligations or liabilities for either party. Any binding commitment regarding the Project will be subject to the execution of a definitive agreement and appropriate board approvals.
Given the non-binding nature of most of these agreements, as well as their increasing number as the Company pursues its business plan, the Company believes that no individual strategic collaboration is material. The Company has revised the disclosure on pages 156 and 157 to provide a clear description of the terms of the signed strategic collaborations.
Non-Binding Nature of This Letter; No Commitment to Consummate a Transaction. This pre-commitment letter is not binding except for the confidentiality and nondisclosure provisions set forth in Section 4 above, which are intended to be binding and enforceable in accordance with their terms. This letter creates no binding commitment on either party to consummate a transaction, and no binding commitments to do so will exist until mutually agreed definitive documentation has been prepared, executed and delivered by the parties. Nothing in this pre-commitment letter shall be deemed to preclude either party from proposing additional or different terms prior to the execution and delivery of the final, binding documentation.
Please note that (a) this proposal is not, and shall not be construed as, binding on Vintage, the Company or any other person, (b) neither Vintage nor its affiliates or lenders shall have any liability or obligation to the Company or any other person arising out of this proposal unless a mutually acceptable definitive acquisition agreement has been executed and delivered by each of the parties, and (c) there shall be no obligation on the part of Vintage, the Company or any other person to negotiate definitive terms.
Non-Binding Nature. Upon your approval and acceptance hereof, this Letter of Intent shall constitute a non-binding agreement to enter into the aforesaid Definitive Agreements, subject, however, to the satisfaction of the conditions precedent set forth in Section 4 above.
Non-Binding Nature; Exceptions. Except for paragraphs 5 through 10 of this letter, this letter of intent is a statement of mutual intention and will not be legally binding. A legally binding obligation with respect to the merger transaction contemplated herein will arise only upon execution and delivery of the Merger Agreement, subject to the conditions expressed therein. Pubco will cause its legal counsel to prepare an initial draft of the Merger Agreement.
Non-Binding Nature of Dispute Resolution Procedure. The Dispute Resolution Procedure shall be deemed concluded on the earlier of (a) the expiration of the Arbitration Election Period, if neither party has delivered a Notice of Arbitration, and (b) immediately upon the issuance of a non-binding decision by the Arbitrator, if either party has delivered a Notice of Arbitration during the Arbitration Election Period. Following the conclusion of the Dispute Resolution Procedure, the parties shall be free to mutually accept the results of such Dispute Resolution Procedure, or either party may reject such results and pursue all available legal and equitable remedies.
The non-binding nature of the LOI and the lack of a “No Shop” provision cast substantial doubt on the commitment of the Target Company to the process and to getting a deal done. If, after searching for two years for merger candidates in a very ‘hot market’ where companies trading on the Nasdaq are in high demand by private companies, all the Board could come up with is a non-binding LOI, which does not even include a basic “No Shop” provision to support the seriousness of the parties’ intentions, then it is clearly evident that the Board is utterly incompetent to negotiate deals or create value to the Company’s shareholders. The Company’s depressed share price also serves as a clear evidence to the market’s complete lack of confidence in the ability of the current directors and management of the Company to generate value to the Company’s shareholders.
Because of the non-binding nature of the Term Sheet, Ares has no obligation to enter into or complete the Tranche Two Transaction. The Term Sheet contemplates that Ares's participation in Tranche Two Transaction would require among other things:
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the completion of a due diligence investigation satisfactory to Ares in its sole subjective discretion,
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receipt of final internal approvals by Ares, and
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delivery of final documentation satisfactory to Ares in its sole discretion.
Significant judgment was applied in considering the non-binding nature of the agreement and the status of discussions at March 31, 2024 and in concluding that at March 31, 2024, the proposed transaction was not considered to be highly probable of being concluded within one year.
It is understood and agreed that neither this Letter nor any continued negotiation with respect to the terms of, conduct of diligence with respect to, or commencement of documentation with respect to, the Proposed Financing shall constitute or give rise to any obligation on the part of Investors to provide or arrange the Proposed Financing; such obligation, if any, to be set forth solely in a definitive commitment letter mutually acceptable to, and executed and delivered by, Investors and Ruckus. Each party hereto agrees that notwithstanding the non-binding nature of the terms set forth in the Term Sheet, Sections 2, 3, 4, 5 and 6 shall be binding on the parties.
Non-Binding Nature of Vote
This stockholder vote on executive compensation is advisory and non-binding on the Board or the Company in any way. Although non-binding, the Board will consider the results of the most recent stockholder advisory vote on executive compensation in determining compensation policies and decisions concerning Named Executive Officers.
The non-binding nature of consensus pricing and/or quotes accompanied by disclaimer would result in classification as Level 3 information, assuming no additional corroborating evidence were available. Corroborating evidence that would result in classifying these non-binding broker/dealer bids as a Level 2 asset includes observable market-based transactions for the same or similar assets or other relevant observable market-based inputs that may be used in pricing an asset.
The non-binding nature of consensus pricing and/or quotes accompanied by disclaimer would result in classification as Level 3 information, assuming no additional corroborating evidence were available. Corroborating evidence that would result in classifying these non-binding broker/dealer bids as a Level 2 asset includes observable market-based transactions for the same or similar assets or other relevant observable market-based inputs that may be used in pricing an asset.
The term “Non-Binding Nature” refers to elements of an agreement, statement, or document that are not legally enforceable. Unlike binding contracts, which obligate the parties involved to follow through with the terms stipulated, non-binding documents serve as guidelines, expressions of intent, or preliminary understandings. These documents typically carry moral but not legal weight and do not compel fulfillment in a court of law.
When should I use Non-Binding Nature Clause?
Using non-binding elements can be advantageous in several scenarios:
Negotiations: When parties want to explore mutual interests without the pressure of legal obligations.
Memorandums of Understanding (MOUs): To outline intentions and establish a preliminary framework before finalizing a binding agreement.
Letters of Intent (LOIs): As a way to express the intention to engage in a contract or agreement without committing to it legally.
Draft Agreements: When seeking to reach a consensus on terms without being bound by them in initial stages.
How do I write Non-Binding Nature Clause?
When drafting a non-binding document, clarity is crucial. Clearly state that the document is non-binding by including disclaimers and using specific language. For example:
“This document is intended to serve as a guide and does not create any legally binding obligations. The parties agree that this document expresses their intent to work towards a definitive agreement.”
Additionally, avoid using language that suggests obligation or commitment, such as “shall” or “must.” Instead, use terms like “may,” “intend,” or “hope to.”
Which contracts typically contain Non-Binding Nature Clause?
Certain types of agreements more commonly include non-binding provisions:
Memorandums of Understanding (MOUs): Often non-binding to outline the basic tenets of the intended collaboration without legal commitment.
Letters of Intent (LOIs): Commonly used in business acquisitions or partnerships to express a willingness to negotiate and engage based on preliminary terms.
Term Sheets: Frequently used in investment contexts to outline the main terms and conditions of a business deal without being enforceable.
Heads of Agreement: Similar to term sheets, these outline the main agreement points but are typically non-binding.
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A non-circumvention clause is a contractual provision designed to prevent one party from bypassing the other party to engage directly with third parties in a business arrangement, thereby ensuring that the originating party retains their negotiated advantage and relationship benefits. Typically included to safeguard confidential information and business opportunities, this clause is crucial in agreements where parties seek to protect their interests and ensure equitable dealings.
A non-solicitation agreement is a contract clause prohibiting an individual from soliciting a company's clients or employees for a specified period after leaving the organization. This clause is designed to protect a business's relationships and workforce from being disrupted by former employees or business partners.
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16 example clauses
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