Common use of Invalidity and Unlawfulness Clause in Contracts

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.

Appears in 2 contracts

Sources: Senior Credit Agreement (Delta I Acquisition Inc), Senior Credit Agreement (Ocallaghan Barry)

Invalidity and Unlawfulness. (i) Any provision of any Senior Finance Document is or becomes invalid or (subject to reservations) unenforceable for any reason or is shall be repudiated or the validity or enforceability of any provision of any Senior Finance Document is shall at any time be contested by any person party thereto (other than a Senior 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 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 Document Documents in circumstances or to an extent which could reasonably the Majority Banks consider to be expected materially prejudicial to have a Material Adverse Effectthe interests of any Senior Finance Party under the Senior Finance Documents. (iii) Any At any time any act, condition or thing required to be done, fulfilled or performed in order to: (A) to enable any Obligor lawfully to enter into, exercise its rights under and or perform the obligations expressed to be assumed by it under any of the Senior Finance Document Documents to which it is party; , (B) to 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) to make each Senior Finance Document admissible in evidence in the English courts of England; and and (D) to create the security constituted by the Security Documents to which any Obligor is party, is not done, fulfilled or performed.

Appears in 1 contract

Sources: Term Facility Agreement (Yell Finance Bv)

Invalidity and Unlawfulness. (i) Any provision of any Senior Finance Document is or becomes invalid or (subject to reservations) unenforceable for any reason or is shall be repudiated or the validity or enforceability of any provision of any Senior Finance Document is shall at any time be contested by any person party thereto (other than a Senior 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 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 Document Documents in circumstances or to an extent which could reasonably the Majority Banks consider to be expected materially prejudicial to have a Material Adverse Effectthe interests of any Senior Finance Party under the Senior Finance Documents. (iii) Any At any time any act, condition or thing required to be done, fulfilled or performed in order to: (A) to enable any Obligor lawfully to enter into, exercise its rights under and or perform the obligations expressed to be assumed by it under any of the Senior Finance Document Documents to which it is party; , (B) to 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; binding (C) to make each Senior Finance Document admissible in evidence in the English courts of England; and and (D) to create the security constituted by the Security Documents to which any Obligor is party, is not done, fulfilled or performed.

Appears in 1 contract

Sources: Credit Facilities Agreement (Lucite International Group Holdings LTD)

Invalidity and Unlawfulness. (ia) Any provision of any Senior Finance Document is or becomes invalid or (subject to Legal Reservations) unenforceable for any reason or is shall be repudiated or the validity or enforceability of any provision of any Senior Finance Document is shall at any time be contested by any person 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). (iib) It At any time it is or becomes unlawful under any applicable jurisdiction for any Obligor to perform any of its obligations under any Senior of the Finance Document Documents in circumstances or to an extent which could reasonably the Majority Lenders consider to be expected materially prejudicial to have a Material Adverse Effectthe interests of any Finance Party under the Finance Documents. (iiic) Any At any time any act, condition or thing required to be done, fulfilled or performed in order to: (A) to enable any Obligor lawfully to enter into, exercise its rights under and or perform the obligations expressed to be assumed by it under any Senior of the Finance Document Documents to which it is party; , (B) to 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) to make each Senior Finance Document admissible in evidence in the English courts of England; and and (D) to create the security constituted by the Security Documents to which any Obligor is party, is not done, fulfilled or performed. (d) No Event of Default under any of paragraphs (a), (b) or (c) above will occur if the relevant default is capable of remedy and is remedied within 20 Business Days of the earlier of the Facility Agent giving notice to the Parent or the relevant Obligor or the Parent or any Obligor becoming aware of the relevant matter.

Appears in 1 contract

Sources: Facility Agreement (Yell Finance Bv)