Severability regarding LIFT provisions Sample Clauses

Severability regarding LIFT provisions. In the event that any provision regarding one or more aspects of LIFT, as applied under this Agreement, is rendered invalid, illegal, or otherwise unenforceable (“Invalidation Event”) (such provision referred to as “Invalid LIFT Provision”), the Parties shall discuss in good faith , an amendment to such Invalid LIFT Provision to conform to the implications of such Invalidation Event, consistent with all legal requirements, without materially altering the intentions of the Parties and coming as close as possible to the intended economic effect of the Invalid LIFT Provision, for a period of maximum six (6) months (unless otherwise imposed as per the Invalidation Event) (“Interim Non-Assert”); under such an Interim Non-Assert, (i) any termination of this Agreement shall be suspended and postponed until the end of such Interim Non- Assert, (ii) Sisvel agrees, and covenants the same for the Patent Owners, to refrain from, directly or indirectly, initiating, suing, or pursuing any claim arising out of or in connection with this Agreement against Licensee, Licensee Affiliates and/or their successors and assigns, in or before any court or any other governmental authority, anywhere in the world, on payment matters beyond the amount and arrangement originally intended, provided that at least the amount intended under the original arrangement is duly paid during the Interim Non- Assert, and (iii) in order to allow the Sisvel Wi-Fi 6 Patent Pool to continue operating and for the Patent Owners to maintain their economic interests unaltered during the period necessary to conclude such good faith discussions, pending an ex-tunc amendment of the Invalid LIFT Provision, the Parties agree that the effect of the Invalid LIFT Provision shall be considered temporarily maintained, provided doing so is consistent with law, until an amendment of the Invalid LIFT Provision is agreed or until the end of the Interim Non-Assert, whichever comes first. For clarity, the Parties do not intend to alter the recourses available following the Invalidation Event; in other words, any amount received during the Interim Non-Assert shall be calibrated and offset or trued up against amounts that would have been due following the amendment of the Invalid LIFT Provision (if the amendment of the Invalid LIFT Provision will be agreed on before expiration of the Interim Non-Assert), and such calibrated amount shall cover first the “oldest” Outstanding Liability and the related Licensed Products Made a...
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Related to Severability regarding LIFT provisions

  • Severability; Survival If any of the provisions contained in this Contract are held illegal, invalid or unenforceable, the enforceability of the remaining provisions shall not be impaired. All provisions concerning the limitation of liability, indemnity and conflicts of interest shall survive the termination of this Contract for any cause.

  • Severability of Covenants The Executive acknowledges and agrees that the Restrictive Covenants are reasonable and valid in duration and geographical scope and in all other respects. If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable, the remainder of the Restrictive Covenants shall not thereby be affected and shall be given full effect without regard to the invalid portions.

  • Severability of Agreement Should any part of this Agreement for any reason be declared invalid by a court of competent jurisdiction, such decision shall not affect the validity of any remaining portion, which remaining provisions shall remain in full force and effect as if this Agreement had been executed with the invalid portion thereof eliminated, and it is hereby declared the intention of the parties that they would have executed the remaining portions of this Agreement without including any such part, parts or portions which may, for any reason, be hereafter declared invalid.

  • Severability of Provisions If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or of the Certificates or the rights of the Holders thereof.

  • Survival Severability The representations, warranties, covenants and agreements of the parties hereto shall survive each Closing hereunder. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that such severability shall be ineffective if it materially changes the economic benefit of this Agreement to any party.

  • Survival of Agreement; Severability (a) All covenants, agreements representations and warranties made by the Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or the other Loan Document shall be considered to have been relied upon by the Administrative Agent and the Lenders and shall survive the making by the Lenders of the Loans and the issuance of the Letters of Credit by the Issuing Bank regardless of any investigation made by any of them or on their behalf, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any other fee or amount payable under this Agreement or any other Loan Document is outstanding and unpaid or the LC Exposure does not equal zero and as long as the Commitments have not been terminated.

  • Severability; Reformation The covenants in this Section 13 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformed.

  • Severability and Modification of Covenants Employee acknowledges and agrees that each of the Restrictive Covenants is reasonable and valid in time and scope and in all other respects. The parties agree that it is their intention that the Restrictive Covenants be enforced in accordance with their terms to the maximum extent permitted by law. Each of the Restrictive Covenants shall be considered and construed as a separate and independent covenant. Should any part or provision of any of the Restrictive Covenants be held invalid, void, or unenforceable, such invalidity, voidness, or unenforceability shall not render invalid, void, or unenforceable any other part or provision of this Agreement or such Restrictive Covenant. If any of the provisions of the Restrictive Covenants should ever be held by a court of competent jurisdiction to exceed the scope permitted by the applicable law, such provision or provisions shall be automatically modified to such lesser scope as such court may deem just and proper for the reasonable protection of the Company’s legitimate business interests and may be enforced by the Company to that extent in the manner described above and all other provisions of this Agreement shall be valid and enforceable.

  • Severability of Terms If any term or provision of this Contract is legally determined unlawful or unenforceable, the remainder of the Contract shall remain in full force and effect and such term or provision shall be stricken.

  • SEVERABILITY PROVISION In the event that any court of competent jurisdiction shall hold any provision of this Agreement unenforceable or invalid, such holding shall not invalidate or render unenforceable any other provision hereof.

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