Procedure for Subsequent Invalidity Clause Samples

The "Procedure for Subsequent Invalidity" clause outlines the steps parties must follow if a provision of the contract is later found to be invalid, unenforceable, or illegal. Typically, this clause requires the parties to negotiate in good faith to replace the invalid provision with a valid one that closely reflects the original intent, while the remainder of the contract remains in effect. Its core function is to ensure the contract remains operative and enforceable even if part of it is invalidated, thereby minimizing disruption and uncertainty for the parties involved.
Procedure for Subsequent Invalidity. 14.1.1 If any court, agency, commission, legislative body, or other authority of competent jurisdiction because of a change in law or otherwise: (i) declares this Agreement invalid, in whole or in part, or (ii) requires the City or the Franchisee to: (a) perform an act inconsistent with any provision of this Agreement or (b) cease performing any act required by this Agreement, then the Franchisee or the City, as the case may be, shall promptly notify the other party in writing. 14.1.2 Upon the occurrence of any event described in Section 14.1.1, the Franchisee and the City shall continue to comply with all provisions of this Agreement, including the affected provision, until the validity of the declaration or requirement is finally adjudicated or a court orders the Franchisee or the City to comply with the declaration or order, provided that either party may comply with any court order not stayed during the pendency of any appeal leading to final adjudication.
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Procedure for Subsequent Invalidity. 38 12.2.1 Declaration of Invalidity or Injunction...................38 12.2.2
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Procedure for Subsequent Invalidity. In the event that, after the Effective Date, any court, agency, commission, legislative body, or other authority of competent jurisdiction: (i) declares this Agreement invalid, in whole or in part, or (ii) requires the Company either to: (a) perform any act which is inconsistent with any provision of this Agreement or (b) cease performing any act required by any provision of this Agreement, including any obligations with respect to compensation or other financial obligations pursuant to this Agreement, then the Company shall promptly notify the Commissioner of such fact. Upon receipt of such notification, the City, acting in good faith, shall determine whether such declaration or requirement has a material and adverse effect on this Agreement. If the City, acting in good faith, determines that such declaration or requirement does not have a material and adverse effect on this Agreement and that compliance with such declaration or requirement by the Company would not materially frustrate or impede the ability of the Company to carry out its obligations pursuant to, and the purposes of, this Agreement, then the Company shall comply with such declaration or requirement. If the City, acting in good faith, determines that such declaration or requirement does have such an effect or that compliance with such declaration or requirement by the Company would materially frustrate or impede the ability of the Company to carry out its obligations pursuant to, and the purposes of, this Agreement, then the Company and the City shall enter into good faith negotiations to amend this Agreement, so as to enable the Company to perform obligations and provide Services for the benefit of the City and others equivalent to those immediately prior to such declaration or requirement, to the maximum extent consistent with said declaration or requirement. In connection with such negotiations, the City and the Company shall consider whether the circumstances existing at that time are such that the Company should continue to perform such obligations or their equivalent. If the Company fails to negotiate in good faith to produce an agreement which is reasonably acceptable to both the City and the Company, then the City may accelerate the term of this Agreement so that the term shall expire on a date determined by the City not less than thirty-six (36) months after such determination.
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Procedure for Subsequent Invalidity. 12.2.1 Declaration of Invalidity or Injunction Except as provided in Section 12.1 hereof, in the event that, after the Effective Date, any court, agency, commission, legislative body, or other authority of competent jurisdiction: (a) declares this Agreement invalid, in whole or in part, or (b) requires the City or the Company either to: (i) perform any act which is inconsistent with any provision of this Agreement or (ii) cease performing any act required by any provision of this Agreement, then the Company or the City, as the case may be, shall promptly notify the other party in writing of such fact.
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Procedure for Subsequent Invalidity 
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Related to Procedure for Subsequent Invalidity

  • Governing Law; Invalidity This Agreement shall be governed by Wisconsin law, excluding the laws on conflicts of laws. To the extent that the applicable laws of the State of Wisconsin, or any of the provisions herein, conflict with the applicable provisions of the 1940 Act, the latter shall control, and nothing herein shall be construed in a manner inconsistent with the 1940 Act or any rule or order of the Commission thereunder. Any provision of this Agreement which may be determined by competent authority to be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. In such case, the parties shall in good faith modify or substitute such provision consistent with the original intent of the parties.

  • Severability of Invalid Provisions If any provision of this Lease shall be held to be invalid, void or unenforceable, the remaining provisions hereof shall not be affected or impaired, and such remaining provisions shall remain in full force and effect.

  • Severability; Blue Pencil The Executive acknowledges and agrees that the Executive has had the opportunity to seek advice of counsel in connection with this Agreement and the restrictive covenants contained herein are reasonable in geographical scope temporal duration and in all other respects. If it is determined that any provision of this Section 6 is invalid or unenforceable, the remainder of the provisions of this Section 6 shall not thereby be affected and shall be given full effect, without regard to the invalid portions. If any court or other decision-maker of competent jurisdiction determines that any of the covenants in this Section 6 is unenforceable because of the duration or geographic scope, of such provision, then after such determination becomes final and unappealable, the duration or scope of such provision, as the case may be, shall be reduced so that such provision becomes enforceable, and in its reduced form, such provision shall be enforced.

  • Survival of Provisions Upon Invalidity of Any Single Provision In case any provision in this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

  • GOVERNING LAW; DISPUTES SUBMITTED TO ARBITRATION All disputes arising under this agreement shall be governed by and interpreted in accordance with the laws of the Commonwealth of Massachusetts, without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this agreement to arbitration in Boston, Massachusetts before a single arbitrator of the American Arbitration Association (“AAA”). The arbitrator shall be selected by application of the rules of the AAA, or by mutual agreement of the parties, except that such arbitrator shall be an attorney admitted to practice law in the Commonwealth of Massachusetts. No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. Nothing contained herein shall prevent the party from obtaining an injunction.