Illegality and Unenforceability Sample Clauses

Illegality and Unenforceability. If any term or provision in this Agreement shall in whole or part be held to any extent to be illegal or unenforceable under any enactment or rule of law that term or provision or part shall to that extent be deemed not to form part of this Agreement and the enforceability of the remainder of this Agreement shall not be affected.
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Illegality and Unenforceability. The illegality, invalidity or unenforceability of any part of this Agreement shall not affect the legality, validity or enforceability of any other part of this Agreement.
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Illegality and Unenforceability. The invalidity, illegality or unenforceability of any provision of this Agreement shall in no way affect the validity, legality or enforceability of any other provision; and if any provision is held to be enforceable as a matter of law, the other provisions shall not be affected thereby and shall remain in full force and effect.
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Illegality and Unenforceability. In the event a term or condition of this Agreement is found by a competent court or arbitration tribunal to be invalid or unenforceable, the parties hereto shall use their reasonable good faith efforts to preserve the intent of this Agreement by substituting a reasonably comparable term or condition for the benefit of the part to whose advantage the invalid or unenforceable condition operated or was intended to operate.
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Illegality and Unenforceability. 64 22....... No Partnership/Agency 64 23....... Further Assurance 64 24....... Variations 64 25....... Announcements 64 26....... Notices 65 27....... Costs and Expenses 66 28....... Sellers’ Representative 66 29....... Payments under this Agreement 67 30....... Whole Agreement 68 31....... Counterparts 69 32....... Rights of Third Parties 69 33....... Governing Law and Jurisdiction 69 SCHEDULE 1 70 Part 1 Sellers’ Shareholding and Purchase Price Split 70 Part 2 Optionholders 76 SCHEDULE 2 77 Particulars of the Company 77 SCHEDULE 3 78 Part 1 Sellers Escrow Completion Deliverables 78 Part 2 Lenders Escrow Completion Deliverables 80 Part 3 Matters for Board Meeting at Escrow Completion 80 SCHEDULE 4 81 Conduct Until Completion 81 SCHEDULE 5 84 Fundamental Warranties 84 SCHEDULE 6 85 Warrantholder Warranties 85 SCHEDULE 7 86 Business Warranties 86 SCHEDULE 8 114 Tax Schedule 114 SCHEDULE 9 128 Intellectual Property Rights 128 Part 1 Registered Intellectual Property Rights 128 Part 2 Material Unregistered Intellectual Property Rights 129 Part 3 Intellectual Property Rights Licensed from Third Parties 130 Part 4 Intellectual Property Rights Licensed to Third Parties 131 SCHEDULE 10 133 Deferred Consideration 133 THIS AGREEMENT is dated 2017 BETWEEN:
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Illegality and Unenforceability. Illegality and unenforceability of any term or condition of this Agreement will have no effect on the remaining terms or conditions of this Agreement.
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Illegality and Unenforceability. If a provision of this Deed is or becomes illegal or unenforceable in any jurisdiction, that shall not affect the legality or enforceability of any other provision of this Deed and the legality or enforceability in other jurisdictions of that or any other provision of this Deed.
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Illegality and Unenforceability. The illegality, invalidity or unenforceability of any part of this Undertaking shall not affect the legality, validity or enforceability of any other part of this Undertaking.
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Related to Illegality and Unenforceability

  • Unenforceability; Severability If any provision of this Agreement is found to be void or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall nevertheless be binding upon the parties with the same force and effect as though the unenforceable part had been severed and deleted.

  • Partial Unenforceability The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable.

  • Invalidity or Unenforceability In case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

  • Unenforceability of Provisions If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this Agreement shall nevertheless remain in full force and effect.

  • Unenforceability The fact that any collateral, security, security interest or lien contemplated or intended to be given, created or granted as security for the repayment of the Guaranteed Obligations, or any part thereof, shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other security interest or lien, it being recognized and agreed by Guarantor that Guarantor is not entering into this Guaranty in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectibility or value of any of the collateral for the Guaranteed Obligations.

  • Invalid or Unenforceable Provisions The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if the invalid or unenforceable provisions were omitted.

  • Invalidity or Unenforceability Defenses or Actions Each Party shall promptly notify the other Party in writing of any alleged or threatened assertion of invalidity or unenforceability of any of the Option Patents by a Third Party and of which such Party becomes aware. As between the Parties, Mereo shall have the first right, but not the obligation, to defend and control the defense of the validity and enforceability of the Option Patents [***]. If, prior to the Option Exercise Date, Mereo declines to defend any such invalidity claim with respect to an Option Patent, AstraZeneca may defend such invalidity claim [***]. For purposes of this Section 9.5, the Party defending any action pursuant to the foregoing sentence with respect to a Patent shall be the “Controlling Party.” If the Controlling Party or its designee elects not to defend or control the defense of the applicable Patents in a suit brought in the Territory or otherwise fails to initiate and maintain the defense of any such claim, suit or proceeding, then subject to any rights of Third Parties under any applicable Third Party agreements existing as of the Effective Date, the non-Controlling Party may conduct and control the defense of any such claim, suit or proceeding [***]. If Mereo exercises the Option, AstraZeneca shall have no right to defend or control the defense of for the relevant Option Patents from and including the relevant Option Exercise Date. The non-Controlling Party in such an action shall, and shall cause its Affiliates to, assist and cooperate with the Controlling Party, as such Controlling Party may reasonably request from time to time in connection with its activities set forth in this Section 9.5, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that the Controlling Party shall reimburse the non-Controlling Party for its [***] costs and expenses incurred in connection therewith. In connection with any activities with respect to a defense, claim or counterclaim relating to the Option Patents pursuant to this Section 9.5, the Controlling Party shall (x) consult with the non-Controlling Party as to the strategy for such activities, (y) consider in good faith any comments from the non-Controlling Party and (z) keep the non-Controlling Party reasonably informed of any material steps taken and provide copies of all material documents filed, in connection with such defense, claim or counterclaim.

  • Severability; Enforceability If any provision of this Agreement, or the application thereof to any person, place, or circumstance, shall be held to be invalid, unenforceable, or void by the final determination of a court of competent jurisdiction in any jurisdiction and all appeals therefrom shall have failed or the time for such appeals shall have expired, as to that jurisdiction and subject to this Section 5.5, such clause or provision shall be deemed eliminated from this Agreement but the remaining provisions shall nevertheless be given full force and effect. In the event this Agreement or any portion hereof is more restrictive than permitted by the law of the jurisdiction in which enforcement is sought, this Agreement or such portion shall be limited in that jurisdiction only, and shall be enforced in that jurisdiction as so limited to the maximum extent permitted by the law of that jurisdiction.

  • INVALIDITY - ENFORCEABILITY The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. Any provision in this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating or affecting the remaining provisions of this Agreement, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

  • Invalidity Any provision of this Agreement which may be determined by competent authority to be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. In such case, the parties shall in good faith modify or substitute such provision consistent with the original intent of the parties.

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