Supervening Illegality Clause Samples

Supervening Illegality. (i) This Agreement shall terminate if both: (A) as a result of the enactment of any new applicable federal or state law or regulation, or any change in any existing applicable federal or state law or regulation or any new interpretation of any applicable federal or state law or regulation by any legislative body, court or regulatory agency, the performance by a party of any material obligation under the Agreement would be rendered illegal or any material provision of the Agreement would be rendered invalid or unenforceable, and (B) the parties are unable to negotiate a mutually acceptable amendment to the Agreement pursuant to Section 15.2(e)(iii) below. If any immaterial provision of this Agreement is held to be illegal, invalid or unenforceable for any reason, the Agreement shall be deemed amended to delete such provision, such amendment to apply only with respect to the operation of the Agreement in the particular jurisdiction in which such provision is held to be illegal, invalid or unenforceable, and the remainder of the Agreement shall remain in full force and effect and enforceable in accordance with its terms. (ii) The parties agree that the party affected by the new law or regulation or the change in law or regulation or the interpretation of a law or regulation shall use reasonable efforts to give the other party at least [*****] prior written notice of the effective date of such new law, change, or interpretation. (iii) The parties agree that, notwithstanding the foregoing provisions of this Section, either party may, within ten (10) business days of giving or receiving notice of the new law, change or interpretation, notify the other party of its wish to renegotiate the applicable terms of the Agreement (“Renegotiation Notice”), in which event the parties shall negotiate in good faith, for a period of sixty (60) days from delivery of the Renegotiation Notice, an amendment to the Agreement that addresses the portion of the Agreement rendered illegal, invalid or unenforceable by the new law, change or interpretation while preserving to the greatest extent possible the original intent of the Agreement. If the parties successfully conclude such negotiations prior to the effective date of the new law, change or interpretation, the Agreement shall not terminate and shall be amended to reflect the negotiated terms. If the parties are unable to successfully conclude such negotiations prior to the effective date of the new law, change or interpretation ...

Supervening Illegality. If, at any time or times hereafter, there shall become effective any amendment to, deletion from or revision, modification or other change in any provision of any statute, or any rule, regulation or interpretation thereunder or any similar law or regulation, affecting, in Bank’s reasonable determination, Bank’s extension of credit described in this Agreement or the selling of participations therein, Borrowers shall, at Borrowers’ option, either (a) pay to Bank the then outstanding balance of the Liabilities, and hold Bank harmless from and against any and all obligations, fees, liabilities, losses, penalties, costs, expenses and damages, of every kind and nature, imposed upon or incurred by Borrowers by reason of Bank’s failure or inability to comply with the terms of this Agreement or any of the other Financing Agreements, or (b) indemnify and hold Bank harmless from and against any and all obligations, fees, liabilities, losses, penalties, costs, expenses and damages, of every kind and nature, imposed upon or incurred by Bank by reason of such amendment, deletion, revision, modification, or other change. The obligations of Borrowers under this Section 5.16 shall survive payment of the Liabilities and termination of this Agreement.

Supervening Illegality. If, after the Loan Date, as the result of (i) the adoption of any law, rule or regulation by the United States of America or Switzerland or any Governmental Body of either thereof, (ii) any change in the existing laws, rules and regulations of the United States of America or Switzerland, or any Governmental Body of either thereof, (iii) the issuance of any order or decree by any Governmental Body of either thereof, (iv) any change in the interpretation or administration of any applicable law, rule, regulation, order or decree by any Governmental Body (including any central bank or similar agency) of either thereof charged with the interpretation or administration thereof, or (v) compliance by the Lender with any request or directive (whether or not having the force of law) of any Governmental Body of either thereof, it shall be unlawful or impossible for the Lender to maintain the Loan (after the Lender shall have used reasonable efforts to avoid such result), the Lender shall so notify the Company and the Lender may require the Company to prepay the entire principal amount of, and all accrued and unpaid interest on, the Loan, together with any amount payable pursuant to Section 3.6, by giving the Company at least thirty (30) business days' prior written notice. If after the Effective Date and prior to the Loan Date it shall become unlawful or impossible for the CSFB to make the Loan, this Agreement shall terminate forthwith and no party hereto shall have any further rights or obligations under this Agreement.

Supervening Illegality. If it becomes unlawful for either party to make any payment to be made by it hereunder, as a result of the adoption of, or any change in, or change in the interpretation of, any law, regulation or treaty, that party shall give notice to that effect to the other party and shall use reasonable efforts (a) to assign or transfer its rights and obligations under this Agreement, subject to Section 14, to another of its branches, offices or affiliates, or to any leading participant in the interest rate cap market, that may make those payments lawfully and without withholding for or on account of Taxes or (b) to agree with that other party to modify this Agreement or change the method of payment hereunder so that the payment will not be unlawful. If an assignment or agreement is not made as provided herein on or before the tenth Business Day after that notice becomes effective, either party may give notice of termination as provided in Section 10.

Supervening Illegality. If at any time after the date this Agreement is delivered, as a consequence in a change in the laws or regulations or their corresponding interpretations or principles of application, or as a consequence of a government or administrative order, effective after the date this Agreement is delivered, any of the Borrower’s obligations herein became illegal, any Bank shall notify the Borrower of said circumstance within *** business days (attaching to the notice a well-supported description of the circumstances), considering that once said notice is received, the Banks and the Borrower shall negotiate in good faith in order to establish a form to remedy the illegality. In the event an agreement is not reached within *** business days after the Borrower receives the above-mentioned notice (or within a shorter period, if for regulatory reasons the Loan is to be pre-paid sooner), the Borrower shall pre-pay all the amounts due to the Banks under this Agreement, including the interests to date, promptly and at the simple written request from any of the Banks, without Pre-payment penalty or fee. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Supervening Illegality. 78 Section 9.4 No Reduction in Payments.............................79 Section 9.5 Stamp Taxes..........................................79 Section 9.6 Notices..............................................79 Section 9.7 Governing Law........................................80 Section 9.8 Successors and Assigns; Participations; Assignments..80 (a) Successors and Assigns...............................81 (b) Participations.......................................81

Supervening Illegality. If, after the Loan Date, as the result of (i) the adoption of any law, rule or regulation by the United States of America or other Governmental Body, (ii) any change in the existing laws, rules and regulations of the United States of America or other Governmental Body, (iii) the issuance of any order or decree by any Governmental Body, (iv) any change in the interpretation or administration of any applicable law, rule, regulation, order or decree by any Governmental Body (including any central bank or similar agency) charged with the interpretation or administration thereof, or (v) compliance by the Bank with any request or directive (whether or not having the force of law) of any Governmental Body, it shall be unlawful or impossible for the Bank to maintain the Loan (after the Bank shall have used reasonable efforts to avoid such result), the Bank shall so notify the Company and the Bank may require the Company to prepay the entire principal amount of, and all accrued and unpaid interest on, the Loan, together with any amount payable pursuant to Section 3.6(c), by giving the Company at least thirty (30) business days' prior written notice. If after the date hereof and prior to the Loan Date it shall become unlawful or impossible for the Bank to make the Loan, the obligation to make the Loan shall terminate forthwith.

Supervening Illegality. 73 7.11 Environmental Laws.................................................................. 74 7.12 Landlord Consents and Waivers....................................................... 74 -iii- TABLE OF CONTENTS (Continued) PAGE 7.13 Depository Bank..................................................................... 74 8. NEGATIVE COVENANTS........................................................................... 74 8.1 Encumbrances........................................................................ 74 8.2 Indebtedness........................................................................ 75 8.3 Consolidations, Mergers or Acquisitions............................................. 75

Supervening Illegality. If any of the provisions of this Contract become invalid through supervening illegality, this shall not affect the validity of the remaining provisions of the Contract.