Non-avoidance Clause Samples
A Non-avoidance clause prevents parties from taking actions that would undermine or circumvent the terms and obligations set out in the agreement. In practice, this means that neither party can use loopholes, technicalities, or indirect methods to avoid their responsibilities, such as transferring obligations to third parties or exploiting ambiguities in the contract. The core function of this clause is to ensure that the intent of the agreement is honored and that both parties remain bound by its spirit as well as its letter, thereby reducing the risk of bad faith actions or attempts to escape contractual duties.
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Non-avoidance. Parent will not take any action with respect to the Company that would cause the transactions contemplated by this Agreement to constitute part of a transaction that is the same as, or substantially similar to, the “Intermediary Transaction Tax Shelter” described in Internal Revenue Service Notices 2001-16 and 2008-111.
Non-avoidance. If any payment by a Transaction Party to a Finance Party is avoided for any reason including any legal limitation, disability or incapacity of or affecting the Transaction Party or any other thing, and whether or not:
(a) any transaction relating to the Secured Moneys was illegal, void or substantially avoided; or
(b) any thing was or ought to have been within the knowledge of any Finance Party, the Transaction Party:
(c) as an additional, separate and independent obligation, indemnifies each Finance Party against that avoided payment; and
(d) acknowledges that any liability of the Transaction Party under the Transaction Documents and any right or remedy of the Finance Parties under the Transaction Documents is the same as if that payment had not been made.
Non-avoidance. The Company will not, by amendment of its Certificate of Incorporation, Bylaws or through reorganization, consolidation, merger, sale of assets or otherwise, avoid or seek to avoid the observance or performance of any of the terms of this Warrant. Without limiting the foregoing, the Company (i) will not increase the par value of any shares of capital stock receivable upon the exercise of this Warrant above the amount payable therefor upon such exercise and (ii) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of capital stock upon the exercise of this Warrant.
Non-avoidance. If any payment by the Grantor to the Secured Party is at any time avoided for any reason including, but not limited to, any legal limitation, disability or incapacity of or affecting the Grantor or any other thing, and whether or not:
(a) any transaction relating to the Secured Moneys was illegal, void or substantially avoided; or
(b) any thing was or ought to have been within the knowledge of the Secured Party, that Grantor:
(c) as an additional and independent obligation, indemnifies the Secured Party against that avoided payment but only to the extent that this indemnity can be satisfied out of the Secured Property; and
(d) acknowledges that any liability of the Grantor under this document and any Power is the same as if that payment had not been made.
Non-avoidance. If any payment by the Grantor to the Secured Party is at any time avoided for any reason including any legal limitation, disability or incapacity of or affecting the Grantor or any other thing, and whether or not:
(a) any transaction relating to the Secured Moneys was illegal, void or substantially avoided; or
(b) any thing was or ought to have been within the knowledge of the Secured Party, the Grantor:
(c) as an additional, separate and independent obligation, indemnifies the Secured Party against that avoided payment; and
(d) acknowledges that any liability of the Grantor under the Finance Documents and any Power is the same as if that payment had not been made.
Non-avoidance. If any payment by a Transaction Party to a Finance Party is avoided for any reason including any legal limitation, disability or incapacity of or affecting the Transaction Party or any other thing, and whether or not:
Non-avoidance. The Agency shall not exercise its rights set forth above for the purpose of avoiding the terms of this contract.
Non-avoidance. No Obligor will knowingly do or omit or permit anything to be done which may make void or voidable any Insurance Policy.
Non-avoidance. The obligations of an Owner to contribute towards Common Expenses shall not be avoided by waiver of the right to use the Internal Driveway and Parking, the Internal W alkways or the Common Property, or by abandonment or by any other means.
Non-avoidance. If the Revealing Party shares commercial contacts, a non-avoidance clause prevents the receiving Party from circumventing the agreement and doing business directly or interacting with those contacts. In the NDA example below, you can see how these clauses can be viewed in an agreement: These are just a few examples of obligation clauses that you can choose to include in your NDA. 5. Time Frame / Termination The NDA must explicitly indicate how long it remains in force. The time frame includes when the promise to keep confidential information secret (the Effective Date) begins, and the duration at which protected information should not be shared with others (the Disclosure Period). The Parties generally agree when the term of the agreement (known as the Termination provision) will end. For example, the confidentiality agreement might end when: the Agreement expires the