Common use of Mitigation of Invalidity Clause in Contracts

Mitigation of Invalidity. If ASM or the Lenders provide a notice to each of the Processors that, by virtue of any change in applicable law or regulation, the obligations expressed to be assumed by each Processor under this Agreement have ceased to be legal, valid, binding or enforceable such that each Processor is unable or no longer required to perform its material obligations under this Agreement, each Processor shall take all necessary steps to avoid or cure the effects of the circumstances which have led to the relevant obligations of each Processor ceasing to be legal, valid, binding or enforceable in a manner to achieve the same commercial effect intended by the Parties under this Agreement; provided however that neither Processor will be obliged to take such action if to do so would involve it in any unlawful activity or any activity that is contrary to any official directive, concession, guideline, request or requirement of any competent authority.