Other Common Qualifications Clause Samples
The "Other Common Qualifications" clause serves to introduce additional limitations or conditions that may affect the obligations or representations within a contract. Typically, this clause clarifies that certain statements or promises are subject to general legal principles, such as reasonableness, materiality, or knowledge qualifiers, which can limit the strictness of compliance required. For example, a party's obligation might only apply if it is aware of a particular fact, or only to the extent that performance is commercially reasonable. The core function of this clause is to provide flexibility and fairness by preventing overly rigid interpretations of contractual duties, thereby reducing the risk of technical breaches and disputes.
Other Common Qualifications. Each of our opinions of our letter is subject to the effect of rules of law that:
(a) limit or affect the enforcement of provisions of a contract that purport to waive, or to require waiver of, the obligations of good faith, fair dealing, diligence and reasonableness;
(b) provide that forum selection (and not choice of law) clauses in contracts are not necessarily binding on the court(s) in the forum selected (except to the extent provided in Section 5-1402 of the New York General Obligations Law);
(c) limit the availability of a remedy under certain circumstances where another remedy has been elected;
(d) provide a time limitation after which a remedy may not be enforced;
(e) limit the right of a creditor to use force or cause a breach of the peace in enforcing rights;
(f) relate to the sale or disposition of collateral by a secured creditor or the requirements of a commercially reasonable sale;
(g) limit the enforceability of provisions releasing, exculpating or exempting a party from, or requiring indemnification of a party for, liability for its own action or inaction, to the extent the action or inaction involves negligence, recklessness, willful misconduct, unlawful conduct, violation of public policy, or for strict product liability or litigation against another party determined adversely to such party or for liabilities arising under the securities laws, or which limit the enforceability of provisions requiring indemnification of a party with respect to litigation between such party and another party from whom indemnification is sought which is determined adversely to the party seeking indemnification;
(h) may, where less than all of a contract may be unenforceable, limit the enforceability of the balance of the contract to circumstances in which the unenforceable portion is not an essential part of the agreed exchange;
(i) govern and afford judicial discretion regarding the determination of damages and entitlement to attorneys’ fees and other costs;
(j) may permit a party that has materially failed to render or offer performance required by the contract to cure that failure unless (i) permitting a cure would unreasonably hinder the aggrieved party from making substitute arrangements for performance or (ii) it was important in the circumstances to the aggrieved party that performance occur by the date stated in the contract;
(k) may render guarantees or similar instruments or agreements unenforceable under circumstances where your actions, failures...
Other Common Qualifications. Each of our opinions is subject to the effect of rules of law that:
Other Common Qualifications. Each of our opinions is subject to the effect of rules of law that:
(a) limit or affect the enforcement of provisions of a contract that purport to waive, or to require waiver of, the obligations of good faith, fair dealing, diligence and reasonableness;
(b) provide that forum selection clauses in contracts are not necessarily binding on the court(s) in the forum selected;
(c) limit the availability of a remedy under certain circumstances where another remedy has been elected;
(d) provide a time limitation after which a remedy may not be enforced;
(e) limit the right of a creditor to use force or cause a breach of the peace in enforcing rights;
(f) relate to the sale or disposition of collateral or the requirements of a commercially reasonable sale;
(g) may, where less than all of a contract may be unenforceable, limit the enforceability of the balance of the contract to circumstances in which the unenforceable portion is not an essential part of the agreed exchange;
(h) govern and afford judicial discretion regarding the determination of damages and entitlement to attorneys’ fees and other costs; and/or
(i) may render guarantees or similar instruments or agreements unenforceable under circumstances where actions, failures to act or waivers, amendments or replacement of the Transaction Documents (i) so radically change the essential nature of the terms and conditions of the guaranteed obligations and the related transactions that, in effect, a new relationship has arisen between the Company and the other parties to the Transaction Documents which is substantially and materially different from that presently contemplated by the Transaction Documents or (ii) impair the guarantor’s recourse against the primary obligor.
Other Common Qualifications. Each of our opinions is subject to the effect of rules of law that:
a. limit or affect the enforcement of provisions of a contract that purport to waive, or to require waiver of, the obligations of good faith, fair dealing, diligence and reasonableness;
Other Common Qualifications. Each of our opinions is subject to the effect of rules of law that:
a. limit the availability of a remedy under certain circumstances where another remedy has been elected;
b. provide a time limitation after which a remedy may not be enforced;
c. limit the enforceability of provisions releasing, exculpating or exempting a party from, or requiring indemnification of a party for, liability for its own action or inaction, to the extent the action or inaction involves negligence, violation of public policy or litigation against another party determined adversely to such party;
d. may, where less than all of a contract may be unenforceable, limit the enforceability of the balance of the contract to circumstances in which the unenforceable portion is not an essential part of the agreed exchange;
e. govern and afford judicial discretion regarding the determination of damages and entitlement to attorneys' fees and other costs;
f. may permit a party that has materially failed to render or offer performance required by the contract to cure that failure unless (i) permitting a cure would unreasonably hinder the aggrieved party from making substitute arrangements for performance, or (ii) it was important in the circumstances to the aggrieved party that performance occur by the date stated in the contract; and
g. may render waivers of suretyship defenses ineffective under certain circumstances.
Other Common Qualifications. Our opinions are subject to the effect of generally applicable rules of law that:
(a) limit or affect the enforcement of provisions of a contract that purport to require waiver of the obligations of good faith, fair dealing, diligence or reasonableness;
(b) provide that forum selection and choice of law clauses in contracts are not necessarily binding on the court(s) in the forum selected;
(c) limit the availability of a remedy under certain circumstances where another remedy has been elected;
(d) limit the enforceability of provisions releasing, exculpating or exempting a party from, or requiring indemnification of a party for, liability for its own action or inaction, to the extent the action or inaction involves negligence, recklessness, willful misconduct or unlawful conduct; (e) may, where less than all of a contract may be unenforceable, limit the enforceability of the balance of the contract to circumstances in which the unenforceable portion is not an essential part of the agreed exchange;
Other Common Qualifications. Each of Our Opinions is subject to the effect of the rules of law that:
a. limit the enforceability of provisions releasing, exculpating or exempting a party from, or requiring indemnification of a party for, liability for its own action or inaction, to the extent the action or inaction involves negligence, violation of public policy or litigation against another party determined adversely to such party;
b. may, where less than all of a contract may be unenforceable, limit the enforceability of the balance of the contract to circumstances in which the unenforceable portion is not an essential part of the agreed exchange;
c. govern and afford judicial discretion regarding the determination of damages and entitlement to attorney's fees and other costs;
d. may render waivers of suretyship defenses ineffective under certain circumstances.
Other Common Qualifications. Each of the Specified Opinions is subject to the effect of rules of law that;
a. limit or affect the enforcement of provisions of a contract that purport to waive, or to require waiver of, the obligations of good faith, fair dealing, diligence and reasonableness;
b. provide that forum selection clauses in contracts are not necessarily binding on the court(s) in the forum selected;
c. limit the availability of a remedy under certain circumstances where another remedy has been elected;
d. provide a time limitation after which a remedy may not be enforced,
e. limit the right of a creditor to use force or cause a breach of the peace in enforcing rights;
f. relate to the sale or disposition of collateral or the requirements of a commercially reasonable sale,
g. limit the enforceability of provisions releasing, exculpating or exempting a party from, or requiring indemnification of a party for, liability for its own action or inaction, to the extent the action or inaction involves negligence, recklessness, willful misconduct, unlawful conduct, violation of public policy or litigation against another party determined adversely to such party;
h. may, where less than all of a contract may be unenforceable, limit the enforceability of the balance of the contract to circumstances in which the unenforceable portion is not an essential part of the agreed exchange;
Other Common Qualifications. Each of our opinions is subject to the effect of rules of law that:
a. provide a time limitation after which a remedy may not be enforced;
b. Unit the enforceability of provisions releasing, exculpating or exempting a party from, or requiring indemnification of a party for, liability for its own action or inactior4 to the extent the action or inaction involves negligence, violation of public policy or litigation against another party determined adversely to such party;
c. may, where less than all of a contract may be unenforceable, limit the enforceability of the balance of the contract to circumstances in which the unenforceable portion is not an essential part of the agreed exchange;
d. govern and afford judicial discretion regarding the determination of damages; and
e. may render waivers of suretyship defenses ineffective under certain circumstances.