Validity; Breach Clause Samples
The 'Validity; Breach' clause defines the conditions under which the agreement remains in effect and outlines the consequences if either party fails to fulfill their obligations. Typically, this clause specifies what constitutes a breach, such as non-payment or failure to deliver services, and may detail the steps required to remedy a breach or the rights of the non-breaching party, such as termination or seeking damages. Its core function is to provide a clear framework for maintaining the enforceability of the contract and addressing violations, thereby reducing uncertainty and managing risk for both parties.
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Validity; Breach. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement. Any reference to any federal, state, local, or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The term "including" shall mean including without limitation. The Parties intend that each representation, warranty, and covenant contained herein shall have independent significance. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.
Validity; Breach. Each Selected Contract is valid, binding and in full force and effect. Cerus and, to the Knowledge of Cerus, any other party thereunder, has performed all material obligations required to be performed by such party under the Selected Contracts, and Cerus is not in material breach or default under any Selected Contract and, to the Knowledge of Cerus, no other party to any Selected Contract is (with or without the lapse of time or the giving of notice, or both) in material breach or default thereunder. Cerus has not received any written notice (i) that it has breached or defaulted under any Selected Contract or (ii) of the intention of any party to terminate any Selected Contract, nor, to the Knowledge of Cerus, has Cerus received oral notice of such breach, default or intent to terminate. Complete and correct copies of all Selected Contracts and amendments thereto that are in effect as of the date of this Agreement have been delivered to Anza. Notwithstanding the foregoing, Cerus makes no representation or warranty hereunder that there exist any Business Contracts authorizing Cerus to use, make, have made, sell, offer to sell or import UVA light devices and/or disposable kits in the Anza Field of Use or authorizing Cerus to license to any Third Party the right to use, make, have made, sell, offer to sell or import UVA light devices and/or disposable kits in the Anza Field of Use.