Common use of Invalidity and Unlawfulness Clause in Contracts

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 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 lawfully to enter into, exercise its rights under or perform the obligations expressed to be assumed by it under any of the Finance Documents 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 are legal, valid and binding (subject, in each case, to the reservations) (iii) to make each Finance Document admissible in evidence in the English or other relevant courts and (iv) to create the security constituted by the Security Documents to which the Company is party, 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) 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 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 English, Scottish or other relevant courts and (iv) to create the security constituted by the Security Documents to which the Company is partyparty 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. (ai) Any provision of any Senior Finance Document or the Acquisition Agreement is or becomes invalid or unenforceable (subject, in each case, to the reservations) for any reason or shall be is repudiated or the validity or enforceability of any provision of any Senior Finance Document shall or the Acquisition Agreement to which it is a party is at any time be contested by any party thereto or other person (other than a Finance Party) or any party thereto (other than a Finance Parties) denies the existence of any liability or obligation on its part thereunder; (ii) Any material provision of any Project Document is or becomes invalid or unenforceable for any reason or is repudiated or the validity or enforceability of any provision of any Project Document is at any time contested by any person (other than a Finance Party) or any party to a Project Document denies the existence of any liability or obligation on its part under any Project Document which, in circumstances or to an extent which any such case, in the opinion of the Majority Lenders has or is reasonably consider likely to be materially prejudicial to the interests of any Finance Party under the Finance Documents.have a Material Adverse Effect; (biii) At any time it is or becomes unlawful under Applicable Law for the Company any Obligor to perform any of its obligations under any of the Senior Finance Documents to which it is a party; (iv) At any time it is or becomes unlawful under Applicable Law for any Relevant Company to perform any of its obligations under any Project Document which, in circumstances or to an extent which the opinion of the Majority Lenders Lenders, has or is reasonably consider likely to be materially prejudicial to the interests of any Finance Party under the Finance Documents.have a Material Adverse Effect; or (cv) At any time any act, condition or thing required to be done, fulfilled or performed in order to (i) to enable the any Relevant Company lawfully to enter into, exercise its rights under or perform the obligations expressed to be assumed by it under in any of the Finance Operative Documents or the Acquisition Agreement to which it is a party, (ii) to ensure that the obligations expressed to be assumed by any Relevant Company in any such Operative Document or the Company under any Finance Document to which it is party Acquisition Agreement are legal, valid and binding (subjectbinding, in each case, to the reservations) (iii) to make each Finance such Operative Document or the Acquisition Agreement admissible in evidence in the English Ontario, Canada, South African or other relevant Cayman Islands courts and (or without duplication the courts of the jurisdiction of organisation of such Relevant Company or where any collateral security subject of any Security Document is located or deemed located), or (iv) to create the security constituted by the Security Documents Document to which the Company any Obligor is party, a party is not done, fulfilled or performed within and, in the case only of any applicable prescribed time periods and Project Document, the same, in the opinion of the Majority Lenders Lenders, has or is reasonably consider such failure is materially prejudicial likely to the interests of any Finance Party under the Finance Documentshave a Material Adverse Effect.

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 English, Scottish or other relevant courts and (iv) to create the security constituted by the Security Documents to which the Company is partyparty 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.