Safeguarding Clause Sample Clauses

Safeguarding Clause. If in the period that elapses between the conclusion of the Contract and the delivery of the Products to the Purchaser, the purchase price paid by CHEMVIRON for the materials of non-EU origin that the Products are made up of undergoes a significant upward or downward variation because of circumstances beyond the control of CHEMVIRON and relating to the imposition (or increase) of duties or levies on export decided on by the non- European country or on import decided on by the EU, and to the transport costs, the contracting parties agree to meet up and to review in good faith the contents of the undertakings assumed with a view to taking the new situation into consideration. If the contracting parties do not manage to reach a new agreement on the Sale within 45 (forty-five) days of the date on which CHEMVIRON notified the Purchaser of its desire to meet up in order to review the undertakings assumed, CHEMVIRON shall be entitled to withdraw from the Contract, with any claim for compensation for damages that might possibly have been suffered by the Purchaser being ruled out.
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Safeguarding Clause. Should in a given situation any term and/or condition of this Agreement be found by a judicial or administrative authority to be null and void or unenforceable, this finding shall not affect the validity or enforceability of the remaining terms and conditions of this legislation or the validity or enforceability of the clause complained of or deployment in any other situation. The parties shall agree on a valid term that comes closest to what they originally intended.
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Safeguarding Clause. In case one or several of the terms of this Sub-Grant Agreement are or will be invalid or illegitimate, the validity of the other terms of this Sub-Grant Agreement will not be affected. The two parties agree that in this case the invalid term will be replaced by a valid one, on which the parties would have agreed earlier on, if they would have been aware of the invalidity of the relevant term.
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Safeguarding Clause. The invalidity of individual above made provisions does not impair the validity of the contact in its entirety. The parties to the contract will substitute the invalid provision by a valid one which most closely approximates it.
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Safeguarding Clause. If any provision of this Agreement should be or become invalid, such invalidity shall not affect the validity of the other provisions of this Agreement even if essential provisions are concerned. The Parties agree to replace the invalid provision by a legally effective regulation which comes as closest to the contractually stipulated legal and economic intent of the invalid provision and ensures the operability of the Agreement in the sense of what both Parties had intended. The same shall apply in the event that the Parties have not discovered a gap in the provisions at the time the Agreement was concluded or if such a gap becomes known or occurs later. In that case, the Parties shall be obliged to generate a written supplement to the Agreement in the sense of the aforementioned.
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Safeguarding Clause. If any individual provision of these Terms of Sale is entirely or partially invalid, then that invalidity does not affect the validity of the other provisions. The parties agree to replace any invalid provision by a valid provision achieving the financial purpose of the invalid provision to the highest possible degree. This shall not apply if the invalidity is caused by a violation of BGB sections 305 through 310. In that case, the statutory provision shall govern the supplemental interpretation of any respective agreement to the extent such supplemental interpretation is required for the purpose of gap filling.
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Safeguarding Clause. 6.1 The nullity or inefficacy of a determination of this agreement shall not result in the nullity of the entire agreement. Furthermore, the parties of the agreement shall be obliged to replace such a determination with a legally permissible determination which maintains the economic objective of this agreement. The same shall apply in cases where the agreement is found to contain an omission, the removal of which is essential to the objective of the agreement.
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Safeguarding Clause. If individual provisions of this agreement, for any reason, should become totally or partly legally ineffective or invalid, then thereby the legal enforcement of the remaining provisions of this agreement is not affected. In case of a any inefficacy of individual Provisions the invalid Provision is valid automatically by that new valid provision as substituted, with economic consideration of the outline of objectives of this agreement.
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Related to Safeguarding Clause

  • Saving Clause If any provision(s) of this Agreement shall be determined to be illegal or unenforceable, such determination shall in no manner affect the legality or enforceability of any other provision hereof.

  • ENABLING CLAUSE By written agreement between Company and Union, other provisions may be substituted for the provisions of this Title.

  • GRANTING CLAUSE The Issuer hereby grants, transfers, assigns and otherwise conveys to the Indenture Trustee on the Closing Date, on behalf of and for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest (exclusive of the amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under: (i) the Contracts secured by the Motorcycles (which Contracts shall be listed in the List of Contracts); (ii) certain monies due under the Contracts after the Cutoff Date, including, without limitation, all payments of principal and interest with respect to any Motorcycles to which a Contract relates received after the Cutoff Date and all other proceeds received on or in respect of such Contracts (other than payments of principal and interest due on or prior to the Cutoff Date); (iii) security interests in the Motorcycles; (iv) amounts on deposit in the Collection Account, the Note Distribution Account and the Reserve Fund, including all Eligible Investments therein and all income from the investment of funds therein and all proceeds therefrom; (v) proceeds from claims under any theft, physical damage, credit life, disability or other individual insurance policies, debt insurance policies or debt cancellation agreements in respect of individual Motorcycles or obligors under the Contracts; (vi) its rights under the Sale and Servicing Agreement; (vii) the protective security interest in certain of the above-described property granted by the Trust Depositor in favor of the Issuer; (viii) all present and future claims, demands, causes of and choses in action in respect of any or all of the foregoing; (ix) all rights to certain rebates of premiums and other amounts relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Contracts, and (x) all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash of other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (as each such defined term is defined in Section 1.01) (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except for the subordination of the Class B Notes and Class C Notes provided herein and all other sums owing by the Issuer hereunder or under any other Transaction Document, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trust under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with its terms and the terms of the other Transaction Documents to which it is a party. ARTICLE ONE

  • GRANTING CLAUSES The Issuer hereby Grants to the Trustee, for the benefit and security of the Holders of the Notes, the Trustee and the Collateral Administrator (collectively, the Secured Parties) (or, where particular Secured Parties are specified as the beneficiaries of such Grant with respect to items of personal property identified in any of the sub-clauses below, for the benefit and security of such Secured Parties only), except as expressly set forth below, all of its right, title and interest in, to and under, in each case, whether now owned or existing, or hereafter acquired or arising, (a) the Portfolio Assets as of the Closing Date which the Issuer causes to be Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) herewith and all payments thereon or with respect thereto, and all Portfolio Assets which are Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) in the future pursuant to the terms hereof and all payments thereon or with respect thereto, (b) each of the Accounts (excluding any Class A-R Prepayment Account), and any Eligible Investments purchased with funds on deposit in any of the Accounts (excluding any Class A-R Prepayment Account), and all income from the investment of funds therein and all other property standing to the credit of each such Account, (c) the Collateral Management Agreement as set forth in Article 15 hereof, the Collateral Administration Agreement, each Placement Agency Agreement, each Subscription Agreement, the Revolving Credit Note Agreement, the Issuer Contribution Agreement, the Issuer Account Control Agreement, the Master Participation and Assignment Agreement and the Side Letter Security Agreement, (d) all Cash delivered to the Trustee (or the Custodian) for the benefit of the Secured Parties, (e) for the exclusive benefit of each Class A-R Noteholder, the Issuer’s interest in such Class A-R Noteholder’s Class A-R Prepayment Account, (f) all accounts, chattel paper, Deposit Accounts, general intangibles, instruments and investment property, and all letter-of-credit rights and other supporting obligations relating to the foregoing (in each case as defined in the UCC), (g) any other property otherwise delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) by or on behalf of the Issuer (including any other securities or investments not listed above and whether or not constituting Portfolio Assets or Eligible Investments) and (h) all proceeds with respect to the foregoing; provided that such Grants shall not include any Excepted Property (the assets referred to in (a) through (h), excluding the Excepted Property, are collectively referred to as the Collateral). The above Grant of Collateral is made in favor of the Trustee to hold in trust to secure the Notes and certain other amounts payable by the Issuer as described herein. Except as set forth in the Priority of Payments and Article 13 of this Indenture, the Notes are secured by the Grant equally and ratably without prejudice, priority or distinction between any Note and any other Note by reason of difference in time of issuance or otherwise; provided that, amounts on deposit in a Class A-R Prepayment Account shall be available only for distribution to the Class A-R Noteholders pursuant to the Revolving Credit Note Agreement and shall not be available to the Issuer to pay amounts owed to any Secured Parties other than the Class A-R Noteholders. The Grant is made to secure, in accordance with the priorities set forth in the Priority of Payments and Article 13 of this Indenture, (i) the payment of all amounts due on the Notes in accordance with their terms, (ii) the payment of all other sums payable under this Indenture, (iii) the payment of amounts owing by the Issuer under the Collateral Administration Agreement and (iv) compliance with the provisions of this Indenture, in each case as provided in this Indenture (collectively, the Secured Obligations). The foregoing Grant shall, for the purpose of determining the property subject to the lien of this Indenture, be deemed to include any interests in any securities and any investments granted to the Trustee by or on behalf of the Issuer, whether or not such securities or investments satisfy the Asset Eligibility Criteria or other criteria set forth in the definitions of Portfolio Asset or Eligible Investments, as the case may be. The Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions hereof, and agrees to perform the duties herein in accordance with the terms hereof.

  • Effect and invariability of the Clauses (a) These Clauses set out appropriate safeguards, including enforceable data subject rights and effective legal remedies, pursuant to Article 46(1) and Article 46(2)(c) of Regulation (EU) 2016/679 and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679, provided they are not modified, except to select the appropriate Module(s) or to add or update information in the Appendix. This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a wider contract and/or to add other clauses or additional safeguards, provided that they do not contradict, directly or indirectly, these Clauses or prejudice the fundamental rights or freedoms of data subjects.

  • ZIPPER CLAUSE 201. Except as may be amended through the procedure provided below, this Agreement sets forth the full and entire understanding of the parties regarding the matters herein. This Agreement may be modified, but only in writing, upon the mutual consent of the parties.

  • Sunset Clause The provisions of this Section expires automatically on the expiration date of this Agreement.

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