Illegality or Impossibility. If Section 9.1 becomes applicable, unless prohibited by law, the Party which has been prevented, hindered or delayed from performing shall, as a condition to its right to designate a close-out and liquidation of any affected Currency Obligation or Option, use all reasonable efforts (which will not require such Party to incur a loss, excluding immaterial, incidental expenses) to transfer as soon as practicable, and in any event before the earlier to occur of the expiration date of the affected Options or twenty (20) days after it gives notice under Section 9.1, all its rights and obligations under the Agreement in respect of the affected Currency Obligations and Options to another of its Designated Offices so that such force majeure, act of state, illegality or impossibility ceases to exist. Any such transfer will be subject to the prior written consent of the other Party, which consent will not be withheld if such other Party's policies in effect at such time would permit it to enter into transactions with the transferee Designated Office on the terms proposed, unless such transfer would cause the other Party to incur a material tax or other cost.
Illegality or Impossibility. If Section 6.1 becomes applicable, unless prohibited by law, the Party which has been prevented, hindered or delayed from performing shall, as a condition to its right to designate a close-out and liquidation of any affected Currency Obligation, use all reasonable efforts (which will not require such Party to incur a loss, excluding immaterial, incidental expenses) to transfer as soon as practicable, and in any event before twenty (20) days after it gives notice under Section 6.1, all its rights and obligations under the Agreement in respect of the affected Currency Obligations to another of its Designated Offices so that such force majeure, act of state, illegality or impossibility ceases to exist. Any such transfer will be subject to the prior written consent of the other Party, which consent will not be withheld if such other Party's policies in effect at such time would permit it to enter into transactions with the transferee Designated Office on the terms proposed, unless such transfer would cause the other Party to incur a material tax or other cost.
Illegality or Impossibility. If Section 9.1 becomes applicable, unless prohibited by law, the Party which has been prevented, hindered or delayed from performing shall, as a condition to its right to designate a close-out and liquidation of any affected Currency Obligation or Option, use all reasonable efforts (which will not require such Party to incur a loss, excluding immaterial, incidental expenses) to transfer as soon as practicable, and in any event before the earlier to occur of the expiration date of the affected Options or twenty (20) days after it gives notice under Section 9.1, all its rights and obligations under the Agreement in respect of the affected Currency Obligations and Options to another of its Designated Offices so that such force majeure, act of state, illegality or impossibility ceases to exist. Any such transfer will be subject to the prior written consent of the other Party, which consent will not be withheld if such other Party's policies in effect at such time would permit it to enter into transactions with the transferee Designated Office on the terms proposed, unless such transfer would cause the other Party to incur a material tax or other cost. PARTIES TO RELY ON THEIR OWN EXPERTISE Each Party will be deemed to represent to the other Party on the date on which it enters into an FX Transaction or Option that (absent a written agreement between the Parties that expressly imposes affirmative obligations to the contrary for that FX Transaction or Option): (i)(A) it is acting for its own account, and it has made its own independent decisions to enter into that FX Transaction or Option and as to whether that FX Transaction or Option is appropriate or proper for it based upon its own judgment and upon advice from such advisors as it has deemed necessary; (B) it is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation to enter into that FX Transaction or Option, it being understood that information and explanations related to the terms and conditions of an FX Transaction or Option shall not be considered investment advice or a recommendation to enter into that FX Transaction or Option; and (C) it has not received from the other Party any assurance or guarantee as to the expected results of that FX Transaction or Option; (ii) it is capable of evaluating and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of that F...
Illegality or Impossibility. Notwithstanding any other provision of this letter agreement, if the introduction of or any change in or in the interpretation or administration of any law or regulation applicable to the Bank or the Bank's activities in the London interbank market shall make it unlawful, or any central bank or other governmental authority having jurisdiction over the Bank or the Bank's activities in the London interbank market shall assert that it is unlawful, or otherwise make it impossible, for the Bank to perform its obligations hereunder to make LIBOR Loans or to continue to fund or maintain LIBOR Loans, then on notice thereof and demand therefor by the Bank to the Borrower, (i) the obligation of the Bank to fund LIBOR Loans shall terminate and (ii) all affected LIBOR Loans shall be deemed to have been converted into Floating Rate Loans (with the Borrower to be responsible for any amount payable under ss.1.7 as a consequence of such conversion) at the last day on which such LIBOR Loans may legally remain outstanding. Except as expressly provided in the immediately preceding sentence, no LIBOR Loan may be converted into a Floating Rate Loan prior to the end of the Interest Period applicable to such LIBOR Loan.
Illegality or Impossibility. If a Change in Law renders this Agreement, or either Party’s performance or obligations pursuant to this Agreement either illegal or impossible, then the affected Party may terminate this Agreement immediately upon Notice to other Party. In the event of termination pursuant to this Section 11.2(b), neither Party shall be liable for any payment, damages or penalty as a result of such termination, except with respect to liabilities accrued prior to the date of termination.
Illegality or Impossibility. Notwithstanding any other provision of this Agreement, if on any date: (a) the introduction of, change in, or change in the interpretation by any central bank or other Governmental Authority of, any Law or regulation applicable to any Lender shall make it unlawful, or any central bank or other governmental authority having jurisdiction thereof shall assert that it is unlawful for any Lender to permit a Credit Loan to be loaned on a Eurodollar Rate Basis in accordance with the provisions hereof, or (b) if any Lender shall reasonably determine that: (i) by reason of circumstances affecting the Eurodollar interbank market, adequate and reasonable methods do not exist for ascertaining the Eurodollar Rate which would otherwise be applicable during any Interest Period, (ii) deposits of Dollars in the relevant amount and for the relevant Interest Period are not available to such Lender in the Eurodollar interbank market, or (iii) the Eurodollar Rate does not or will not accurately reflect the cost to such Lender of maintaining any Credit Loan on a Eurodollar Rate Basis during any Interest Period, then such affected Lender shall promptly give facsimile or other written notice of such determination to the Agent, and the Agent shall promptly give facsimile or other written notice of such determination to each Borrower (which notice shall be conclusive and binding upon the Borrower) and to the other Lenders. Upon such notification by the Agent, the obligation of the affected Lender(s) to lend or maintain any Credit Loan on the applicable Eurodollar Rate Basis shall be suspended until the affected Lender determines that such circumstances no longer exist and the Credit Loans held by the affected Lenders shall thereupon bear interest at the Base Rate. Upon such notification and suspension by the Agent, each relevant Borrower may prepay immediately the affected Credit Loans borrowed by it in full without penalty or premium; provided, however that such Borrower shall pay all of the following: (i) any Funding Losses, (ii) accrued interest on the principal balance being prepaid, calculated through the date of such prepayment and (iii) any additional amounts or fees payable to each of the Lenders pursuant to the terms of this Agreement.
Illegality or Impossibility. If a Change in Law renders this Agreement, or Seller’s performance of this Agreement, either illegal or impossible, then Seller may terminate this Agreement immediately upon notice to Purchaser without either Party having further liability under this Agreement except with respect to liabilities accrued prior to the date of termination.
Illegality or Impossibility. 34.1 This clause applies if we determine that:
a. a change in a directive;
b. a change in the interpretation or administration of a
c. a directive, taking effect after the date of this facility agreement, makes it (or will make it) illegal or impossible for us to fund, provide, or continue to fund or provide any facility. In these circumstances, by giving a notice to you, we may suspend or cancel some or all of our obligations under this facility agreement as indicated in the notice.
34.2 The suspension or cancellation:
a. must apply only to the extent necessary to avoid the illegality or impossibility; and
b. in the case of suspension, may continue only for so long as the illegality or impossibility continues.
34.3 If the illegality or impossibility related to:
a. a drawing under a facility, we may require repayment of all or part of the affected drawing and interest accrued on that part, by giving a notice to you; and
b. a bank guarantee issued by us under a bank guarantee facility, we may require payment (as a deposit held by us as security for any claim made by a beneficiary) of an amount equal to all or part of the total maximum liability under the affected document less any amount which has already been reimbursed to us by you in respect of that document, by giving a notice to you. You agree to pay the amount specified within 30 business days after receiving the notice (or, if earlier, on the date the illegality or impossibility arises).
Illegality or Impossibility. If Section 6.1 becomes applicable, unless prohibited by law, the Party which has been prevented, hindered or delayed from performing shall, as a condition to its right to designate a close-out and liquidation of any affected Currency Obligation, use all reasonable efforts (which will not require such Party to incur a loss, excluding immaterial, incidental expenses) to transfer as soon as practicable, and in any event before twenty (20) days after it gives notice under
Illegality or Impossibility. Notwithstanding any other provision of this letter agreement, if the introduction of or any change in or in the interpretation or administration of any law or regulation applicable to the Bank or the Bank's good faith activities in the London interbank market shall make it unlawful, or any central bank or other governmental authority having jurisdiction over the Bank or the Bank's good faith activities in the London interbank market shall assert that it is unlawful, or otherwise make it impossible, for the Bank to perform its obligations hereunder to make LIBOR Loans or to continue to fund or maintain LIBOR Loans, then on notice thereof and demand therefor by the Bank in good faith to the Borrower, (i) the obligation of the Bank to fund LIBOR Loans shall terminate and (ii) the Borrower shall prepay in full all affected LIBOR Loans on or prior to the last day on which such LIBOR Loans may legally remain outstanding.
