Ineffectiveness Clause Samples
The Ineffectiveness clause defines the consequences if any part of the contract is found to be invalid, unenforceable, or illegal. Typically, this clause states that the remainder of the agreement will remain in effect even if a specific provision is deemed ineffective by a court or regulatory authority. For example, if a particular term violates local law, only that term is disregarded while the rest of the contract continues to bind the parties. This clause ensures that the contract as a whole is preserved and prevents the entire agreement from being voided due to one problematic section.
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Ineffectiveness. If a Certificate is or becomes Ineffective or ceases to be valid, the following provisions shall apply:
(a) where a Certificate is or becomes Ineffective or ceases to be valid as a result of any act or omission by the Buyer, the Buyer shall remain liable to pay for it; and
(b) where a Certificate is or becomes Ineffective or ceases to be valid as a result of any act or omission by the Seller, the Seller shall be obliged to either:
(i) replace such Certificate within twenty (20)
Ineffectiveness. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.
Ineffectiveness. In addition to the provisions set forth in article 2.5 it is noted that if a provision of these Purchase Terms and Conditions or the Agreement partly becomes invalid or ineffective then this shall not affect the validity or effectiveness of the other provisions of the Purchase Terms and Conditions or the Agreement. The Parties shall replace the invalid or ineffective part by a provision that is valid and effective and of which the consequences, having regard to the content and the scope of the Agreement, are best in line with those of the invalid or ineffective part.
Ineffectiveness. In the event that any court, pursuant to the Public Contracts Regulations 2006 or Council Directive 2007/66/EC, makes a declaration of ineffectiveness or orders that the Minimum Connection Period of any Service under this Business Agreement be shortened, then that Service will be terminated and the Customer shall pay the Termination Fees.
Ineffectiveness. 11.6.1 Should a declaration of ineffectiveness pursuant to the Public Contracts Regulations 2015 be made in respect of this Agreement, the parties shall use all reasonable endeavours ( where the standstill period has passed) to maintain the effects of the Agreement embodying their respective rights and obligations until such time as the courts have made a determination, in particular where there are overriding reasons relating to a general interest requiring the effects of the Agreement to be maintained.
Ineffectiveness. Subject to clause 29.8 (Standard of care), the Receivables Purchaser shall not be liable to any Participant for any damage or loss arising from any want of due formality in the constitution of any assignment, trust or the security expressed to be constituted by the Finance Documents resulting in the invalidity, illegality, ineffectiveness, inadequacy or unenforceability of such documentation.
Ineffectiveness. Whenever possible, each provision of this Agreement will be interpreted to be effective under applicable law. But, if any provision of this Agreement is ineffective under applicable law, it will be treated as changed to meet the minimum requirements of that law, or, if it is not treated as changed to do so, it will be ineffective only to the extent that it does not meet those minimum requirements, and the rest of it will remain effective.
Ineffectiveness. 36.1 In the event that a court makes a Declaration of Ineffectiveness, DLRL shall promptly notify the Franchisee. The Parties agree that the provisions of clause 35 (Consequences of Termination) and this clause 36 shall apply as from the date of receipt by the Franchisee of the notification of the Declaration of Ineffectiveness. Where there is any conflict or discrepancy between the provisions of clause 35 (Consequences of Termination) and this clause 36 or the Cessation Plan, the provisions of this clause 36 and the Cessation Plan shall prevail.
36.2 The Declaration of Ineffectiveness shall not prejudice or affect any right, liability or remedy which has accrued or shall accrue to either Party prior to or after such Declaration of Ineffectiveness.
36.3 As from the date of receipt by the Franchisee of the notification of the Declaration of Ineffectiveness, the Parties (acting reasonably and in good faith) shall agree or, in the absence of such agreement, DLRL shall reasonably determine an appropriate Cessation Plan with the object of achieving:
36.3.1 an orderly and efficient cessation of the Services or (at DLRL's request) a transition of the Services (as applicable) to DLRL or such other entity as DLRL may specify; and
36.3.2 minimal disruption or inconvenience to DLRL or to public passenger transport services or facilities, in accordance with the provisions of this clause 36 and to give effect to the terms of the Declaration of Ineffectiveness.
36.4 Upon agreement, or determination by DLRL, of the Cessation Plan the Parties will comply with their respective obligations under the Cessation Plan.
36.5 DLRL shall pay the Franchisee's reasonable costs in assisting DLRL in preparing, agreeing and complying with the Cessation Plan. Such costs shall be based on any comparable costs agreed as part of this Agreement (including in the Financial Model) or as otherwise reasonably determined by DLRL.
36.6 In addition to the costs payable under clause 36.5 DLRL shall pay:
36.6.1 such sum as represents the cost of labour and materials reasonably and properly incurred or committed on arm's length terms by the Franchisee as at the termination date relating to the provision of the Services; and
36.6.2 the Franchisee its reasonable cost of demobilisation.
Ineffectiveness. (1) Should any provision of this Agreement be or become wholly or partly invalid, ineffective or unenforceable, the validity, effectiveness and enforceability of the remaining provisions shall not be affected thereby. Any such invalid, ineffective or unenforceable provision shall, to the extent permitted by law, be deemed to have been replaced by such valid, effective and enforceable provision as comes as close as possible to the economic intent and purpose of such invalid, ineffective or unenforceable provision. The aforesaid shall also apply to any gap in this Agreement.
Ineffectiveness. 25.1 If a provision of the Purchasing Conditions is declared partially invalid or ineffective, the Parties will remain bound by the remaining portion. The Parties will then replace the invalid or ineffective portion with a provision that is valid and effective and whose consequences, having regard to the content and purport of the Agreement, correspond as much as possible to those of the invalid or ineffective portion.