Definitive Agreement Contract Clauses (81)

Definitive Agreement. This Agreement supersedes all prior agreements and understandings (written or oral) between the Company and the Underwriters, or any of them, with respect to the subject matter hereof.

Definitive Agreement. As part of the consummation of the transaction covered by this LOI, each Party acknowledges that the Parties shall be bound to enter into final negotiations only to clarify any open matter or to correct any misunderstand matter, or to clarify the terminology to be included in the definitive agreement covering this LOI's transaction ("Definitive Agreement"), along with all other necessary and customary representations and warranties of agreements covering similar situations and undertakings. 2 16.... ENTIRE AGREEMENT / DEFINITIVE AGREEMENT. This LOI represents the current Agreement between the Parties hereto, supersedes all prior representations, negotiations, promises, understandings or agreements, whether oral or written, between the Parties with respect to the subject matter hereof, and may not be modified or supplemented except by mutual agreement and signature between the Parties. In the event that the Parties draw a more definitive agreement to encompass the transactions herein envisioned, they may further delineate their duties and responsibilities as to any provisions, including but not limited to: i. any other related agreements containing relevant financial terms, for example, employment agreements or noncompetition agreements, ii. further representations and warranties iii. Obtaining employment and noncompetition agreements with key employees; 17. GOVERNING LAW/JURISDICTION. This LOI shall be governed by, and construed in accordance with, the laws of the State of Nevada. The parties consent to the jurisdiction of the courts of Las Vegas, Nevada for the resolution of any dispute relating to this LOI. Upon mutual execution of this Letter of Intent, the Parties will proceed with the above directives for consummating the transaction that is the subject matter of this LOI, in a timely manner. Accepted and Agreed, as of May 1, 2022. STAR ALLIANCE INTERNATIONAL CORP., By its Chairman of the Board, /s/ Richard Carey Richard Carey, COTB NSM USA, By its Chief Executive Officer, /s/ Raymond F. Purdon Raymond F. Purdon, CEO 3 EX-10.1 2 star_ex1001.htm BINDING LETTER OF INTENT NSM Exhibit 10.1 BINDING LETTER OF INTENT This Binding Letter Of Intent ( "LOI") is dated May 1, 2022, and sets forth a summary of terms and conditions under which Star Alliance International Corp., a Nevada corporation with offices at 5743 Corsa Avenue Suite 218 West Lake Village, CA 91362, enters into this LOI with NSM USA ("NSM"), a Wyoming corporation, with offices at 30 North Gould Street Suite R Sheridan, WY 82801 to acquire fifty one percent (being 25,500,000 common shares of NSM), each individually a "Party" and together the "Parties"). View More

Definitive Agreement. We mutually agree to proceed reasonably and in good faith toward the negotiation and execution of definitive documentation which shall contain the terms and conditions set out in the LOI and such other terms, conditions, indemnities, representations, warranties, covenants as are customary for transactions of this nature (the "Definitive Agreement"). The parties shall cooperate in structuring the Transaction in the most effective manner having regard to applicable tax, corporate, and securities l...aws. Upon the execution and delivery of the Definitive Agreement, it will supersede this Letter. all necessary regulatory approvals (including approvals from any licensing authorities) and third-party consents and the necessary shareholder approvals prior to the closing of the Transaction and to cooperate in providing any submissions necessary to effect the Transaction. View More

Definitive Agreement. Paragraph 2 of the LOI is hereby amended and restated in its entirety to read as follows: "2. The Company and Vortex agree that they will enter into a mutually agreed upon definitive agreement containing substantially the same terms and provisions as set forth in Paragraphs 3-14 of this LOI on or before October 31, 2018 (the "Definitive Agreement")."

Definitive Agreement. The obligations of Fit Pay and the Company to consummate the Proposed Transaction are binding as of the date of execution of this LOI; provided; however, that the parties will, in good faith, negotiate and execute definitive agreements, including a merger, share exchange, asset purchase, or other acquisition agreement (the "Acquisition Agreement") and other documents (collectively with the Acquisition Agreement, the "Definitive Agreements"), containing such terms and provisions as are customaril...y included in documentation for a transaction of this nature and magnitude and as are otherwise agreed to by Fit Pay and the Company. The final closing of the Proposed Transaction (the "Closing") will be subject to the satisfaction of all conditions precedent to closing as identified in the Acquisition Agreement and as set forth on the attached Term Sheet. View More

Definitive Agreement. Following completion of the Due Diligence Period (or earlier, if we are at our sole discretion so decide), and subject to the results of the Due Diligence being satisfactory to us and the Investor, you will begin preparation of the legally binding agreement (the "Definitive Agreement") with the Closing to occur subject to the events listed in Annexure A hereto and such other conditions customary to the nature of the acquisition. Nevertheless, execution of the Definitive Agreement will be conditi...onal upon (i) the Investor being satisfied with the results of the Due Diligence Exercise on the Company; (ii) the Company being satisfied with the results of the Due Diligence Exercise on Business Interests. The Definitive Agreement shall contain customary representations, warranties, covenants, undertakings and indemnities, including by the Company's principal shareholders, together with any non-competition agreements required by us relating to the existing Company's business and restraints on the disposal by the Company's principal shareholder of shares in the Company post-closing for an agreed period. Closing of the specific agreement to raise capital and subscription of new shares and, if any, derivative instruments convertible into shares of the Company shall be conducted simultaneously and inter-conditional with every other condition to be agreed between the Investor and the Company, including but not limited to those listed in Annexure A hereto. Notwithstanding, the urgency for the need to raise $350,000 in capital is acknowledged, and is to commence immediately upon signing of this Letter of Intent. View More