Amendment of Provisions to Comply with Law Sample Clauses

Amendment of Provisions to Comply with Law. If any provision of this Section 11 is finally determined or declared by a court of competent jurisdiction or arbitrator to be illegal, unenforceable, invalid, contrary to public policy, void, or voidable under any applicable law, the applicable court or arbitrator shall have the authority to make an equitable adjustment to the applicable provisions of this Section 11 with the view to effecting, to the greatest extent possible, the original purpose and intent of the provisions of this Section 11, including, without limitation, the maximum durational, geographic, restricted activity scope, and other limitations permitted by applicable law. The validity and enforceability of the remaining provisions of this Agreement shall not be affected by any amendment contemplated by or made pursuant to this Section 11.
Sample 1
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Amendment of Provisions to Comply with Law. Seller and the Seller Members hereby acknowledge and agree that the provisions of Sections 5.5 and 5.6 are reasonable with respect to duration, geographic area and scope of restriction. In such regard, Seller and each of the Seller Members hereby covenants that it/he shall not, directly or indirectly, initiate, encourage or participate in any Proceeding or otherwise do or cause to be done any act or thing to cause any such provision to be terminated, cancelled, voided, nullified, reduced in scope or effect or otherwise declared unenforceable, provided that Buyer is not in material default of or otherwise fails to materially perform in accordance with its terms, this Agreement, the Employment Agreement (as to W. Xxxxxxxxxxx Xxxxx only) or the Promissory Note. If, however, any provision of this Agreement is finally determined or declared by a Governmental Authority or arbitrator to be illegal, unenforceable, invalid, contrary to public policy, void or voidable under any Applicable Law, the applicable court or arbitrator shall have the authority to make an equitable adjustment to the provisions of Section 5.5 or 5.6 (as applicable) with the view to effecting, to the greatest extent possible, the original purpose and intent of the provisions of such Section, including, without limitation, the maximum durational, geographic restricted activity scope and other limitations permitted by Applicable Law. In any event, the validity and enforceability of the remaining provisions of Sections 5.5 and 5.6 shall not be affected by any amendment contemplated by or made pursuant to this Section 5.7.
Sample 1
Amendment of Provisions to Comply with Law. Each party hereby acknowledges and agrees that the provisions of Sections 6.2 and 6.3 are reasonable with respect to duration, geographic area and scope of restriction. If any provision of this Agreement is finally determined or declared by a Governmental Authority or arbitrator to be illegal, unenforceable, invalid, contrary to public policy, void or voidable under any applicable Law, the applicable court or arbitrator shall have the authority to make an equitable adjustment to the provisions of Sections 6.2 and 6.3 (as applicable) with the view to effecting, to the greatest extent possible, the original purpose and intent of the provisions of such section, including, without limitation, the maximum durational, geographic restricted activity scope and other limitations permitted by applicable Law. In any event, the validity and enforceability of the remaining provisions of Sections 6.2 and 6.3 shall not be affected by any amendment contemplated by or made pursuant to this Section 6.4.
Sample 1
Amendment of Provisions to Comply with Law. Each Party acknowledges and agrees that the covenants and obligations made and undertaken by it in ARTICLE 2 and this ARTICLE 4, as applicable, are reasonable with respect to duration, geographic area and scope of activity, and each Party covenants that it will not, directly or indirectly, initiate or participate in any action or otherwise do or cause to be done any act or thing to cause any such covenant or obligation to be terminated, cancelled, voided, nullified, reduced in scope or effect or otherwise declared unenforceable. If, however, any provision of this Agreement is finally determined or declared by a court of competent jurisdiction to be illegal, unenforceable, invalid, contrary to public policy, void or voidable under any applicable Law, then the Parties will negotiate an equitable adjustment to the provisions of this Agreement with the view to effecting, to the greatest extent possible, the original purpose and intent of this Agreement, including, without limitation, the maximum durational, geographic and other limitations permitted by applicable Law. In particular, if required by a final determination or declaration of a court of competent jurisdiction in order for this Agreement to remain valid and enforceable against the Parties: (a) the Protected Territory will be reduced to the United States, Canada, Mexico, Europe and Asia, or if such reduction is not sufficient in such court's determination, to the United States, Canada, Mexico and Europe, or if such reduction is not sufficient in such court's determination, to the United States, Canada and Mexico, or if such reduction is not sufficient in such court's determination, to the United States and Canada, or if such reduction is not sufficient in such court's determination, to the United States alone; and (b) the Term will be reduced to four (4) years from the date of this Agreement, or if such reduction is not sufficient in such court's determination, to three (3) years from the date of this Agreement, or if such reduction is not sufficient in such court's determination, to two (2) years from the date of this Agreement, or if such reduction is not sufficient in such court's determination, to one (1) year from the date of this Agreement. In any event, the validity and enforceability of the remaining provisions of this Agreement will not be affected by any amendment contemplated by or made pursuant to this SECTION 4.6. Without limiting the foregoing, the covenants and obligations contained in ...
Sample 1

Related to Amendment of Provisions to Comply with Law

  • Amendment to Comply with Law The Parties acknowledge that state and federal laws and regulations relating to data security and privacy are rapidly evolving and that amendment of this Agreement may be required to provide procedures to ensure compliance with such developments. i. In the event of any change to state or federal laws and regulations relating to data security and privacy affecting this Agreement, the Parties shall take such action as is necessary to implement the changes to the standards and requirements of HIPAA, the HIPAA Rules and other applicable rules relating to the confidentiality, integrity, availability and security of PHI with respect to this Agreement. ii. Business Associate shall provide to Covered Entity written assurance satisfactory to Covered Entity that Business Associate shall adequately safeguard all PHI, and obtain written assurance satisfactory to Covered Entity from Business Associate’s Subcontractors and agents that they shall adequately safeguard all PHI. iii. Upon the request of either Party, the other Party promptly shall negotiate in good faith the terms of an amendment to the Contract embodying written assurances consistent with the standards and requirements of HIPAA, the HIPAA Rules, or other applicable rules. iv. Covered Entity may terminate this Agreement upon 30 days’ prior written notice in the event that: A. Business Associate does not promptly enter into negotiations to amend the Contract and this Agreement when requested by Covered Entity pursuant to this Section; or B. Business Associate does not enter into an amendment to the Contract and this Agreement, which provides assurances regarding the safeguarding of PHI sufficient, in Covered Entity’s sole discretion, to satisfy the standards and requirements of the HIPAA, the HIPAA Rules and applicable law.

  • Covenant to Comply with Applicable Laws Upon Repurchase of Notes In connection with any repurchase offer, the Company will, if required: (a) comply with the provisions of Rule 13e-4, Rule 14e-1 and any other tender offer rules under the Exchange Act; (b) file a Schedule TO or any other required schedule under the Exchange Act; and (c) otherwise comply with all federal and state securities laws in connection with any offer by the Company to repurchase the Notes; in each case, so as to permit the rights and obligations under this Article 15 to be exercised in the time and in the manner specified in this Article 15.

  • Inconsistencies with Other Documents; Independent Effect of Covenants (a) In the event there is a conflict or inconsistency between this Agreement and any other Loan Document, the terms of this Agreement shall control; provided that, other than for purposes of Article XI, any provision of the other Loan Documents which imposes additional burdens on any Borrower or its Subsidiaries or further restricts the rights of such Borrower or its Subsidiaries or gives the Administrative Agent or any Lender additional rights shall not be deemed to be in conflict or inconsistent with this Agreement and shall be given full force and effect. (b) Each Borrower expressly acknowledges and agrees that each covenant contained in Article VIII, IX, or X hereof shall be given independent effect. Accordingly, no Borrower shall engage in any transaction or other act otherwise permitted under any covenant contained in Article VIII, IX, or X if, before or after giving effect to such transaction or act, such Borrower shall or would be in breach of any other covenant contained in Article VIII, IX, or X.

  • Amendments to Servicing Agreements, Modification of Standard Provisions (a) Subject to the prior written consent of the Trustee pursuant to Section 3.07(b), the Master Servicer from time to time may, to the extent permitted by the applicable Servicing Agreement, make such modifications and amendments to such Servicing Agreement as the Master Servicer deems necessary or appropriate to confirm or carry out more fully the intent and purpose of such Servicing Agreement and the duties, responsibilities and obligations to be performed by the Servicer thereunder. Such modifications may only be made if they are consistent with the REMIC Provisions, as evidenced by an Opinion of Counsel. Prior to the issuance of any modification or amendment, the Master Servicer shall deliver to the Trustee such Opinion of Counsel and an Officer's Certificate setting forth (i) the provision that is to be modified or amended, (ii) the modification or amendment that the Master Servicer desires to issue and (iii) the reason or reasons for such proposed amendment or modification. (b) The Trustee shall consent to any amendment or supplement to a Servicing Agreement proposed by the Master Servicer pursuant to Section 3.07(a), which consent and amendment shall not require the consent of any Certificateholder if it is (i) for the purpose of curing any mistake or ambiguity or to further effect or protect the rights of the Certificateholders or (ii) for any other purpose, provided such amendment or supplement for such other purpose cannot reasonably be expected to adversely affect Certificateholders. The lack of reasonable expectation of an adverse effect on Certificateholders may be established through the delivery to the Trustee of (i) an Opinion of Counsel to such effect or (ii) written notification from each Rating Agency to the effect that such amendment or supplement will not result in reduction of the current rating assigned by that Rating Agency to the Certificates. Notwithstanding the two immediately preceding sentences, the Trustee may, in its discretion, decline to enter into or consent to any such supplement or amendment if its own rights, duties or immunities shall be adversely affected. (i) Notwithstanding anything to the contrary in this Section 3.07, the Master Servicer from time to time may, without the consent of any Certificateholder or the Trustee, enter into an amendment (A) to an Other Servicing Agreement for the purpose of (i) eliminating or reducing Month End Interest and (ii) providing for the remittance of Full Unscheduled Principal Receipts by the applicable Servicer to the Master Servicer not later than the 24th day of each month (or if such day is not a Business Day, on the previous Business Day) or (B) to the WFHM Servicing Agreement for the purpose of changing the applicable Remittance Date to the 18th day of each month (or if such day is not a Business Day, on the previous Business Day). (ii) The Master Servicer may direct WFHM to enter into an amendment to the WFHM Servicing Agreement for the purposes described in Sections 3.07(c)(i)(B) and 10.01(b)(iii).

  • Amendment of PHI Business Associate shall make any amendments to PHI in a Designated Record Set that Covered Entity directs or agrees to pursuant to 45 CFR § 164.526, whether at the request of Covered Entity or an Individual. Business Associate shall make such amendments in the time and manner reasonably designated by Covered Entity. Within three (3) business days, Business Associate shall forward to Covered Entity for handling any request for amendment to PHI that Business Associate directly receives from an Individual.

  • Waiver of Provisions Any waiver of any terms and conditions hereof must be in writing and signed by the parties hereto. The waiver of any of the terms and conditions of this Agreement shall not be construed as a waiver of any subsequent breach of the same or any other terms and conditions hereof.

  • Consistency with Federal Laws and Regulations This Agreement shall incorporate by reference Section 22.9 of the CAISO Tariff as if the references to the CAISO Tariff were referring to this Agreement.

  • Incorporation of Prior Agreements; Amendments This Lease contains all agreements of the parties with respect to any matter mentioned herein. No prior agreement or understanding pertaining to any such matter shall be effective. This Lease may be modified in writing only, signed by the parties in interest at the time of the modification. Except as otherwise stated in this Lease, Lessee hereby acknowledges that neither the real estate broker listed in Paragraph 15 hereof nor any cooperating broker on this transaction nor the Lessor or any employees or agents of any of said persons has made any oral or written warranties or representations to Lessee relative to the condition or use by Lessee of said Premises and Lessee acknowledges that Lessee assumes all responsibility regarding the Occupational Safety Health Act, the legal use and adaptability of the Premises and the compliance thereof with all applicable laws and regulations in effect during the term of this Lease except as otherwise specifically stated in this Lease.

  • Compliance with Applicable Laws; Distribution of Prospectus and Reports; Confirmations In connection with its respective activities hereunder, each party agrees to abide by the Conduct Rules of FINRA and all other rules of self-regulatory organizations of which the relevant party is a member, as well as all laws, rules and regulations, including federal and state securities laws, that are applicable to the relevant party (and its associated persons) from time to time in connection with its activities hereunder (“Applicable Laws”). You are authorized to distribute to your customers the current Prospectus, as well as any supplemental sales material received from the Fund or the Distributor (acting on behalf of the Fund) (on the terms and for the period specified by us or stated in such material). You are not authorized to distribute, furnish or display any other sales or promotional material relating to a Fund without our prior written approval, but you may identify the Funds in a listing of mutual funds available through you to your customers. Unless otherwise mutually agreed in writing, you shall deliver or cause to be delivered to each customer who purchases shares of any Funds from or through you, copies of all annual and interim reports, proxy solicitation materials, and any other information and materials relating to such Funds and prepared by or on behalf of the Funds or us. If required by Rule 10b-10 under the Securities Exchange Act or other Applicable Laws, you shall send or cause to be sent confirmations or other reports to your customers containing such information as may be required by Applicable Laws.

  • Miscellaneous Amendments Notwithstanding anything contained herein to the contrary, whenever any of the terms “Leased Premises”, “Demised Premises” or “Premises” (and whether or not capitalized) is used herein, it shall be understood to mean the “premises leased hereby”; and whenever the term “Entire Premises” is used herein (and whether or not capitalized), it shall be understood to mean all of the contiguous land and buildings owned by Landlord at this location, which include the premises leased hereby. The term “Non-leased Premises” shall mean the Entire Premises less the Leased Premises.

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