Invalidity and Unlawfulness Clause Samples
The Invalidity and Unlawfulness clause establishes that if any part of the contract is found to be invalid, illegal, or unenforceable, the remainder of the agreement will still remain in effect. Typically, this clause applies when a specific provision is deemed unenforceable by a court or regulatory authority, ensuring that only the problematic section is affected and not the entire contract. Its core function is to preserve the validity and enforceability of the rest of the agreement, thereby preventing the entire contract from being voided due to one invalid provision.
Invalidity and Unlawfulness. (i) Any provision of any Senior Finance Document is or becomes invalid or unenforceable for any reason or is repudiated or the validity or enforceability of any provision of any Senior Finance Document is contested by any person (other than a Finance Party) or any party to any Senior Finance Document other than a Finance Party denies the existence of any liability or obligation on its part under any Senior Finance Document.
(ii) It is or becomes unlawful under any applicable jurisdiction for any Obligor to perform any of its obligations under any Senior Finance Document in circumstances or to an extent which could reasonably be expected to have a Material Adverse Effect.
(iii) Any act, condition or thing required to be done, fulfilled or performed in order to:
(A) enable any Obligor lawfully to enter into, exercise its rights under and perform the obligations expressed to be assumed by it under any Senior Finance Document to which it is party;
(B) ensure that the obligations expressed to be assumed by any Obligor under any Senior Finance Document to which it is party are legal, valid and binding;
(C) make each Senior Finance Document admissible in evidence in the courts of England; and
(D) create the security constituted by the Security Documents to which any Obligor is party, is not done, fulfilled or performed.
Invalidity and Unlawfulness. (a) Any provision of any Finance Document is or becomes invalid or unenforceable (subject, in each case, to the reservations) for any reason or shall be repudiated or the validity or enforceability of any provision of any Finance Document shall at any time be contested by any party thereto (other than a Finance Party) in circumstances or to an extent which the Majority Lenders reasonably consider to be materially prejudicial to the interests of any Finance Party under the Finance Documents.
(b) At any time it is or becomes unlawful for the Company to perform any of its obligations under any of the Finance Documents or for TRU (UK) H5 Limited to perform any of its obligations under the Mortgage over Shares in circumstances or to an extent which the Majority Lenders reasonably consider to be materially prejudicial to the interests of any Finance Party under the Finance Documents.
(c) At any time any act, condition or thing required to be done, fulfilled or performed in order (i) to enable the Company (or TRU (UK) H5 Limited, in relation to the Mortgage over Shares) lawfully to enter into, exercise its rights under or perform the obligations expressed to be assumed by it under any of the Finance Documents 88 LEGAL_EU # 10964296.8 to which it is party, (ii) to ensure that the obligations expressed to be assumed by the Company under any Finance Document to which it is party or by TRU (UK) H5 Limited under the Mortgage over Shares are legal, valid and binding (subject, in each case, to the reservations) (iii) to make each Finance Document admissible in evidence in the English, Scottish or other relevant courts and (iv) to create the security constituted by the Security Documents to which the Company is party or to create the security constituted by the Mortgage over Shares, is not done, fulfilled or performed within any applicable prescribed time periods and the Majority Lenders reasonably consider such failure is materially prejudicial to the interests of any Finance Party under the Finance Documents.
Invalidity and Unlawfulness. (a) Subject to the Legal Reservations and the Perfection Requirements at any time it is or becomes unlawful for any Obligor to perform any of its material obligations under any of the Finance Documents or any Security created or expressed to be created by the Security Documents ceases to be effective.
(b) Any obligation or obligations of any Obligor under any Finance Document is or are not or cease or ceases to be (subject to the Legal Reservations and the Perfection Requirements) legal, valid, binding or enforceable and the cessation individually or cumulatively materially adversely affects the interests of the Finance Parties under the Finance Documents.
(c) Subject to the Legal Reservations and Perfection Requirements, any Finance Document ceases to be in full force and effect or any Security ceases to be legal, valid, binding, enforceable or effective or is alleged by a party to it (other than a Finance Party) to be ineffective.
Invalidity and Unlawfulness. (a) It is or becomes unlawful for an Obligor to perform any of its material obligations under any of the Finance Documents.
(b) Any obligation or obligations of any Obligor or another party (other than a Finance Party) under any Finance Document are not or cease to be (subject to the Legal Reservations) legal, valid, binding or enforceable and the cessation individually or cumulatively materially and adversely affects the interests of the Finance Parties under the Finance Documents.
Invalidity and Unlawfulness. (i) Any provision of any Senior Finance Document or any material provision of any other Transaction Document is or becomes invalid or unenforceable for any reason (other than by reason of the Reservations) or shall be repudiated or the validity or enforceability of any provision of any Transaction Document shall at any time be contested by any Obligor or any Security Document fails to provide effective perfected security in favour of the Security Agent and the Finance Parties over the assets purported to be secured by such Security Document in a manner, and to an extent, reasonably considered by the Majority Lenders to be materially adverse to their interests.
(ii) At any time it is or becomes unlawful under any applicable jurisdiction for any Obligor to perform any of its obligations under any of the Senior Finance Documents in circumstances, or to an extent, which could reasonably be expected to have a Material Adverse Effect or a significant adverse effect on the value of any material asset over which security has been granted under the Security Documents.
Invalidity and Unlawfulness. (a) Any provision of any Senior Finance Document is repudiated or the validity or enforceability of any provision of any Senior Finance Document shall at any time be contested by any Obligor in circumstances or to an extent which the Majority Lenders (acting reasonably) consider to be materially prejudicial to the interests of any Senior Finance Party under the Senior Finance Documents.
(b) At any time it is or becomes unlawful for any Obligor or any other member of the Group to perform any of its obligations under any of the Senior Finance Documents in circumstances or to an extent which the Majority Lenders reasonably consider to be materially prejudicial to the interests of any Senior Finance Party under the Senior Finance Documents.
Invalidity and Unlawfulness. (i) Any provision of any Senior Finance Document is or becomes invalid or unenforceable for any reason or is repudiated or the validity or enforceability of any provision of any Senior Finance Document is contested by any party thereto (other than a Finance Party) or any party to any Senior Finance Document (other than a Finance Party) denies the existence of any liability or obligation on its part under any Senior Finance Document.
(ii) It is or becomes unlawful under any applicable jurisdiction for any Obligor, Holdco, New Sub 1, Frenchco or Gibco to perform any of its material obligations under any Senior Finance Document.
(iii) It is or becomes unlawful under any applicable jurisdiction for any party to the Contract de Fiducie to perform any of its material obligations under that agreement and such unlawfulness is not mitigated within 45 days of the earlier of:
(A) the Facility Agent notifying Bidco 2 and the Principal Borrower of that default; and
(B) any Obligor becoming aware of the relevant matter.
(iv) Any act, condition or thing required to be done, fulfilled or performed in order to:
(A) enable any Obligor, Holdco, New Sub 1, Frenchco or Gibco lawfully to enter into, exercise its rights under and perform the obligations expressed to be assumed by it under any Senior Finance Document to which it is party;
(B) ensure that the obligations expressed to be assumed by any Obligor, Holdco, New Sub 1, Frenchco or Gibco under any Senior Finance Document to which it is party are legal, valid and binding;
(C) make each Senior Finance Document admissible in evidence in the courts of the jurisdiction to which any Obligor, Holdco, New Sub 1, Frenchco or Gibco has submitted in that Senior Finance Document; and
(D) create the security constituted by the Security Documents to which any Obligor is party, is not done, fulfilled or performed.
Invalidity and Unlawfulness. (i) any provision of any Mezzanine Finance Document and/or any other Project Document is or becomes invalid or unenforceable for any reason or shall be repudiated or the validity or enforceability of any provision of any Mezzanine Finance Document and/or any other Project Document shall at any time be contested by any party thereto (other than a Mezzanine Finance Party) or any party thereto (other than a Mezzanine Finance Party) shall deny the existence of any liability or obligation on its part thereunder; or
(ii) at any time it is or becomes unlawful under any applicable jurisdiction for any Obligor or Combined Group Company (as the case may be) to perform any of its obligations under any of the Mezzanine Finance Documents and/or any of the other Project Documents; or
(iii) at any time any act, condition or thing required to be done, fulfilled or performed in order (i) to enable any Obligor or Combined Group Company (as the case may be) lawfully to enter into, exercise its rights under or perform the obligations expressed to be assumed by it in any of the Mezzanine Finance Documents and/or any of the other Project Documents, (ii) to ensure that the obligations expressed to be assumed by any Obligor or Combined Group Company (as the case may be) in any Mezzanine Finance Document and/or any of the other Project Documents are legal, valid and binding or (iii) to make each Mezzanine Finance Document and/or each other Project Document admissible in evidence in the English courts or any court in the jurisdiction in which such Obligor or Combined Group Company (as the case may be) is incorporated, carries on business or is resident, is not done, fulfilled or performed; or
Invalidity and Unlawfulness. (i) Any provision of any Senior Finance Document is or becomes invalid or unenforceable for any reason or is repudiated or the validity or enforceability of any provision of any Senior Finance Document is contested by any person or any party to any Senior Finance Document (other than a Finance Party) denies the existence of any liability or obligation on its part under any Senior Finance Document.
(ii) It is or becomes unlawful under any applicable jurisdiction for any Group Company to perform any of its obligations under any Senior Finance Document.
(iii) Any act, condition or thing required to be done, fulfilled or performed in order to:
(A) enable any Group Company lawfully to enter into, exercise its rights under and perform the obligations expressed to be assumed by it under any Senior Finance Document, any High Yield Document and any Intra-Group Bond Document to which it is party;
(B) ensure that the obligations expressed to be assumed by any Group Company under any Senior Finance Document, any High Yield Document and any Intra-Group Bond Document to which it is party are legal, valid and binding;
(C) make each any Senior Finance Document, any High Yield Document and any Intra-Group Bond Document admissible in evidence in the courts of France or the jurisdiction in which any Group Company is incorporated; and
(D) create the security constituted by the Security Documents to which any Group Company is party, is not done, fulfilled or performed.
Invalidity and Unlawfulness. (i) Any material provision of any Finance Document is or becomes invalid or unenforceable for any reason or is repudiated or the validity or enforceability of any material provision of any Finance Document is contested by any Obligor or any Obligor denies the existence of any liability or obligation on its part under any Finance Document.
(ii) It is or becomes unlawful under any applicable jurisdiction for any Obligor to perform any of its material obligations under any Finance Document.
(iii) Any Security Document or any guarantee in or any subordination under any Finance Document is not in full force and effect or any Security Document does not create in favour if the Security Agent for the benefit of the Finance Parties, the Security which it is expressed to create fully perfected and with the ranking and priority it is expressed to have in a manner and to an extent reasonably considered by the Majority Lenders to be materially adverse to the interests of the Lenders under the Finance Documents.